File No. 33-12899
811-5077
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 19 [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 19 [X]
(Check appropriate box or boxes.)
DREYFUS 100% U.S. TREASURY SHORT TERM FUND
(Exact Name of Registrant as Specified in Charter)
c/o The Dreyfus Corporation
200 Park Avenue, New York, New York 10166
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (212) 922-6000
Mark N. Jacobs, Esq.
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately upon filing pursuant to paragraph (b)
----
X on May 15, 1998 pursuant to paragraph (b)
----
60 days after filing pursuant to paragraph (a)(i)
----
on (date) pursuant to paragraph (a)(i)
----
75 days after filing pursuant to paragraph (a)(ii)
----
on (date) pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
this post-effective amendment designates a new effective date
X for a previously filed post-effective amendment.
-----
<PAGE>
DREYFUS 100% U.S. TREASURY SHORT TERM FUND
Cross-Reference Sheet Pursuant to Rule 495(b)
Items in
Part A of
FORM N-1A CAPTION PAGE
1 Cover Page Cover
2 Synopsis 3
3 Condensed Financial Information 3
4 General Description of Registrant 7
5 Management of the Fund 8
5(a) Management's Discussion of Fund's Performance *
6 Capital Stock and Other Securities 19
7 Purchase of Securities Being Offered 9
8 Redemption or Repurchase 15
9 Pending Legal Proceedings *
Items in
Part B of
FORM N-1A
10 Cover Page Cover
11 Table of Contents Cover
12 General Information and History *
13 Investment Objectives and Policies B-2
14 Management of the Fund B-4
15 Control Persons and Principal B-8
Holders of Securities
16 Investment Advisory and Other B-8
Services
Items in
Part B of
Form N-1A Caption Page
- --------- ------- -----
17 Brokerage Allocation B-19
18 Capital Stock and Other Securities B-22
19 Purchase, Redemption and Pricing B-12, B-13, *
of Securities Being Offered
20 Tax Status *
21 Underwriters B-12
22 Calculations of Performance Data B-20
23 Financial Statements B-32
Items in
Part C of
Form N-1A
- ---------
24 Financial Statements and Exhibits C-1
25 Persons Controlled by or Under C-3
Common Control with Registrant
26 Number of Holders of Securities C-3
27 Indemnification C-3
28 Business and Other Connections of C-4
Investment Adviser
29 Principal Underwriters C-9
30 Location of Accounts and Records C-12
31 Management Services C-12
32 Undertakings C-12
- -------------------------------------
NOTE: * Omitted since answer is negative or inapplicable.
<PAGE>
COMBINED PROSPECTUS May 15, 1998
Dreyfus U.S. Treasury Funds
Dreyfus 100% U.S. Treasury Money Market Fund (the "MONEY MARKET FUND"), Dreyfus
U.S. Treasury Short Term Fund (the "SHORT TERM FUND"), Dreyfus U.S. Treasury
Intermediate Term Fund (the "INTERMEDIATE TERM FUND") and Dreyfus U.S. Treasury
Long Term Fund (the "LONG TERM FUND") (each, a "Fund" and collectively, the
"Funds") are each an open-end, diversified, management investment company known
as a no-load mutual fund. Each Fund's investment objective is to provide you
with as high a level of current income as is consistent with the preservation of
capital and, for the Money Market Fund only, with the maintenance of liquidity.
The Money Market Fund invests only in, and each other Fund invests primarily in,
obligations of the U.S. Treasury that provide interest income exempt from state
and local taxes in each state. The Funds also differ in average portfolio
maturity, which in turn affects their level of income and degree of share price
fluctuation.
THE MONEY MARKET FUND seeks to maintain a stable share price of $1.00. AN
INVESTMENT IN THE MONEY MARKET FUND IS NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT. THERE CAN BE NO ASSURANCE THAT THE MONEY MARKET FUND WILL BE
ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
THE SHORT TERM FUND seeks to provide you with a higher level of current income
than the Money Market Fund, and greater price stability than the Intermediate
Term Fund. The dollar-weighted average maturity of its portfolio is expected to
range between two and three years.
THE INTERMEDIATE TERM FUND seeks to provide you with a higher level of current
income than the Short Term Fund, and greater price stability than the Long Term
Fund. The dollar-weighted average maturity of its portfolio is expected to range
between three and ten years.
THE LONG TERM FUND seeks to provide you with a higher level of current income
than the Intermediate Term Fund. Its price per share should be expected to
fluctuate more than the Intermediate Term Fund's price per share. The
dollar-weighted average maturity of its portfolio is expected to exceed ten
years.
You can invest, reinvest or redeem shares at any time without charge or
penalty.
Each Fund provides free redemption checks, which you can use in amounts of
$500 or more for cash or to pay bills. You continue to earn income on the amount
of the check until it clears. You can purchase or redeem shares by telephone
using Drefus TELETRANSFER.
The Dreyfus Corporation professionally manages each Fund's portfolio.
EACH FUND IS A SEPARATE MASSACHUSETTS BUSINESS TRUST WITH A SEPARATE
PORTFOLIO. THE OPERATIONS AND RESULTS OF ONE FUND ARE UNRELATED TO THOSE OF EACH
OTHER FUND. THIS COMBINED PROSPECTUS HAS BEEN PREPARED FOR YOUR CONVENIENCE TO
PROVIDE YOU THE OPPORTUNITY TO CONSIDER FOUR INVESTMENT CHOICES IN ONE DOCUMENT.
This Prospectus sets forth concisely information about each Fund that you
should know before investing. It should be read and retained for future
reference.
The Statement of Additional Information, dated May 15, 1998, which may be
revised from time to time, provides a further discussion of certain areas in
this Prospectus and other matters which may be of interest to some shareholders.
It has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. The Securities and Exchange Commission
maintains a Web site (http://www.sec.gov) that contains the Statement of
Additional Information, material incorporated by reference, and other
information regarding each Fund. For a free copy of the Statement of Additional
Information, write to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New
York 11556-0144, or call 1-800- 645-6561. When telephoning, ask for Operator
144.
Mutual fund shares are not deposits or obligations of, or guaranteed or
endorsed by, any bank, and are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other agency. The net
asset value of each Fund other than the Money Market Fund will fluctuate from
time to time.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS
Page
Annual Fund Operating Expenses.........................................
Condensed Financial Information........................................
Description of the Funds...............................................
Management of the Funds................................................
How to Buy Shares......................................................
Shareholder Services...................................................
How to Redeem Shares...................................................
Shareholder Services Plan..............................................
Dividends, Distributions and Taxes.....................................
Yield and Performance Information......................................
General Information....................................................
Appendix...............................................................
<PAGE>
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(as a percentage of average daily net assets)
MONEY SHORT INTERM. LONG
MARKET TERM TERM TERM
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
Management Fees ............................................... .50% .60% .60% .60%
Other Expenses................................................. .21% .41% .37% .44%
Total Fund Operating Expenses.................................. .71% 1.01% .97% 1.04%
EXAMPLE:
You would pay the following expenses on a $1,000 investment
in each Fund, assuming (1) 5% annual return and
(2) redemption at the end of each period:
MONEY SHORT INTERM. LONG
MARKET TERM TERM TERM
FUND FUND FUND FUND
<S> <C> <C> <C> <C>
1 YEAR $ 7 $ 10 $ 10 $ 11
3 YEARS $ 23 $ 32 $ 31 $ 33
5 YEARS $ 40 $ 56 $ 54 $ 57
10 YEARS $ 88 $ 124 $ 119 $ 127
</TABLE>
THE AMOUNTS LISTED IN THE EXAMPLE SHOULD NOT BE CONSIDERED AS
REPRESENTATIVE OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE INDICATED. MOREOVER, WHILE THE EXAMPLE ASSUMES A 5% ANNUAL
RETURN, EACH FUND'S ACTUAL PERFORMANCE WILL VARY AND MAY RESULT IN AN ACTUAL
RETURN GREATER OR LESS THAN 5%.
The purpose of the foregoing table is to assist you in understanding the
costs and expenses borne by each Fund, the payment of which will reduce
investors' annual return. The information in the foregoing table does not
reflect any fee waiver or expense reimbursement arrangements that may be in
effect. You can purchase Fund shares without charge directly from the Funds'
distributor; you may be charged a fee if you effect transactions in Fund shares
through a securities dealer, bank or other financial institution. See
"Management of the Funds," "How to Buy Shares" and "Shareholder Services Plan."
CONDENSED FINANCIAL INFORMATION
THE INFORMATION IN EACH OF THE FOLLOWING TABLES HAS BEEN AUDITED BY ERNST &
YOUNG LLP, EACH FUND'S INDEPENDENT AUDITORS, WHOSE REPORTS THEREON APPEAR IN THE
STATEMENT OF ADDITIONAL INFORMATION. FURTHER FINANCIAL DATA AND RELATED NOTES
ARE INCLUDED IN THE STATEMENT OF ADDITIONAL INFORMATION, AVAILABLE UPON REQUEST.
FINANCIAL HIGHLIGHTS
CONTAINED BELOW IS PER SHARE OPERATING PERFORMANCE DATA FOR A SHARE OF
BENEFICIAL INTEREST OUTSTANDING, TOTAL INVESTMENT RETURN, RATIOS TO AVERAGE NET
ASSETS AND OTHER SUPPLEMENTAL DATA FOR EACH YEAR INDICATED. THIS INFORMATION HAS
BEEN DERIVED FROM THE FUND'S FINANCIAL STATEMENTS.
<TABLE>
<CAPTION>
MONEY MARKET FUND YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------------------------------
PER SHARE DATA: 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year.... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
INVESTMENT OPERATIONS:
Investment income--net... .066 .079 .077 .060 .036 .025 .033 .051 .046 .046
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
DISTRIBUTIONS:
Dividends from
investment income-net.... (.066) (.079) (.077) (.060) (.036) (.025) (.033) (.051) (.046) (.046)
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Net asset value,
end of year......... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== ===== ===== ===== ===== ===== =====
TOTAL INVESTMENT
RETURN................. 6.85% 8.19% 7.93% 6.20% 3.64% 2.56% 3.38% 5.19% 4.67% 4.74%
RATIOS/
SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets..... .25% .73% .09% .14% .35% .65% .71% .69% .73% .71%
Ratio of net investment
income to
average net assets...... 6.74% 7.94% 7.65% 5.86% 3.62% 2.53% 3.29% 5.09% 4.55% 4.64%
Decrease reflected in above
expense ratios due to
undertakings by The Dreyfus
Corporation............. .57% .16% .60% .50% .27% .02% -- -- -- --
Net Assets, end of year
(000's omitted)........ $132,263 $123,390 $1,159,309 $3,773,615 $3,025,041 $1,917,929 $1,430,739 $1,310,691 $1,286,854 $1,203,948
SHORT TERM FUND(1) YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------------------------------
PER SHARE DATA: 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of year.... $15.03 $14.96 $15.62 $15.40 $16.18 $15.91 $15.75 $14.55 $15.14 $14.82
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INVESTMENT OPERATIONS:
Investment income--net.. 1.20 1.19 1.14 1.13 1.35 1.25 1.15 1.03 .90 .93
Net realized and
unrealized
gain (loss) on
investments........... (.07) .66 (.22) .78 (.27) (.16) (1.20) .59 (.32) (.05)
---- --- ---- --- ---- ---- ----- --- ---- ----
TOTAL FROM INVESTMENT
OPERATIONS........... 1.13 1.85 .92 1.91 1.08 1.09 (.05) 1.62 .58 .88
---- ---- --- ---- ---- ---- ---- ---- --- ---
DISTRIBUTIONS:
Dividends from
investment income --
net................... (1.20) (1.19) (1.14) (1.13) (1.35) (1.25) (1.15) (1.03) (.90) (.93)
----- ----- ----- ----- ----- ----- ----- ----- ---- ----
Net asset
value, end of year..... $14.96 $15.62 $15.40 $16.18 $15.91 $15.75 $14.55 $15.14 $14.82 $14.77
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL INVESTMENT
RETURN............. 7.89% 12.83% 6.24% 12.92% 7.01% 7.03% (.33%) 11.38% 4.07% 6.12%
RATIOS /
SUPPLEMENTAL DATA:
Ratio of expenses to
average net assets..... -- -- -- -- .03% .11% .35% .65% .70% .70%
Ratio of net investment
income to average net
assets............... 7.75% 7.84% 7.50% 8.60% 8.34% 7.82% 7.61% 6.90% 6.04% 6.29%
Decrease reflected
in above expense
ratios due to
undertakings by The
Dreyfus Corporation..... 1.50% 1.50% 1.50% 1.50% 1.09% .85% .59% .29% .27% .31%
Portfolio Turnover
Rate -- -- -- 59.59% 137.93% 322.62% 499.11% 480.44% 539.38% 563.77%
Net Assets, end of year
(000's omitted)...... $368 $258 $239 $29,183 $144,058 $188,300 $172,556 $188,726 $187,826 $195,398
- --------------------------
(1) On October 1, 1991, the Fund's investment objective and certain of its
fundamental policies and investment restrictions were changed. See "Information
About the Funds" in the Statement of Additional Information.
INTERMEDIATE TERM YEAR ENDED DECEMBER 31,
FUND(1)
----------------------------------------------------------------------------------------------------------
PER SHARE DATA: 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset
value, beginning
of year.......... $12.66 $12.22 $12.59 $12.48 $13.22 $13.12 $13.60 $12.16 $13.13 $12.69
INVESTMENT OPERATIONS:
Investment income-- net. 1.16 1.14 1.13 1.06 1.00 .95 .91 .89 .82 .91
Net realized and
unrealized gain
(loss) on investments... (.44) .37 (.11) .74 (.10) .48 (1.44) .97 (.44) .01
---- --- ---- --- ---- --- ----- --- ---- ---
TOTAL FROM INVESTMENT
OPERATIONS........... .72 1.51 1.02 1.80 .90 1.43 (.53) 1.86 .38 .92
--- ---- ---- ---- --- ---- ---- ---- --- ---
DISTRIBUTIONS:
Dividends from
investment income --
net.................. (1.16) (1.14) (1.13) (1.06) (1.00) (.95) (.91) (.89) (.82) (.91)
----- ----- ----- ----- ----- ---- ---- ---- ---- ----
Net asset value,
end of year......... $12.22 $12.59 $12.48 $13.22 $13.12 $13.60 $12.16 $13.13 $12.69 $12.70
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL INVESTMENT
RETURN........... 5.80% 12.87% 8.60% 15.23% 7.17% 11.05% (3.97%) 15.77% 3.08% 7.63%
RATIOS/
SUPPLEMENTAL DATA:
Ratio of
expenses to average
net assets............ .47% .80% .80% .62% .52% .73% .89% .84% .80% .80%
Ratio of net investment
income to average net
assets.................. 9.18% 9.16% 9.15% 8.44% 7.68% 6.92% 7.15% 7.02% 6.41% 7.30%
Decrease reflected
in above expense
ratios due to
undertakings by The
Dreyfus Corporation..... .74% .34% .20% .33% .38% .13% -- .02% .13% .17%
Portfolio Turnover Rate. 20.54% 5.59% 4.43% 21.78% 115.78% 333.76% 696.65% 492.76% 728.01% 643.20%
Net Assets, end of year
(000's omitted)... $62,025 $60,960 $71,232 $183,288 $231,094 $254,278 $185,261 $196,970 $192,296 $188,347
- --------------------------
(1) On October 24, 1991, the Fund's investment objective and certain of
its fundamental policies and investment restrictions were changed. See
"Information About the Funds" in the Statement of Additional Information.
LONG TERM FUND(1) YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------------------------------------
PER SHARE DATA: 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset
value, beginning
of year.......... $12.89 $12.74 $13.56 $13.26 $14.42 $14.37 $15.68 $13.26 $15.51 $14.61
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
INVESTMENT OPERATIONS:
Investment income--
net................... 1.17 1.17 1.17 1.14 1.08 1.03 1.01 .96 .98 .93
Net realized and
unrealized gain
(loss) on investments.. (.15) .82 (.30) 1.16 (.05) 1.31 (2.42) 2.25 (.89) .69
---- --- ---- ---- ---- ---- ----- ---- ---- ---
TOTAL FROM INVESTMENT
OPERATIONS......... 1.02 1.99 .87 2.30 1.03 2.34 (1.41) 3.21 .09 1.62
---- ---- --- ---- ---- ---- ----- ---- --- ----
DISTRIBUTIONS:
Dividends from
investment income --
net................. (1.17) (1.17) (1.17) (1.14) (1.08) (1.03) (1.01) (.96) (.99) (.93)
Net asset
value, end of year.. $12.74 $13.56 $13.26 $14.42 $14.37 $15.68 $13.26 $15.51 $14.61 $15.30
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL INVESTMENT
RETURN............. 8.18% 16.22% 7.02% 18.28% 7.55% 16.59% (9.18%) 24.91% .87% 11.69%
RATIOS /
SUPPLEMENTAL DATA:
Ratio of
expenses to average
net assets........... -- -- -- .25% .56% .78% .98% .87% .80% .80%
Ratio of net
investment income
to average net assets.. 9.04% 8.79% 9.05% 8.34% 7.63% 6.65% 7.08% 6.69% 6.74% 6.48%
Decrease reflected in
above expense ratios
due to undertakings
by The Dreyfus
Corporation........... 1.50% 1.50% 1.28% .72% .39% .09% -- .05% .19% .24%
Portfolio Turnover Rate 19.21% 40.08% 30.68% 21.01% 97.46% 420.68% 1,213.04% 634.38% 765.13% 905.99%
Net Assets, end of year $9,760 $24,242 $42,525 $217,422 $238,839 $215,157 $123,403 $146,445 $135,368 $134,692
(000's omitted).......
- --------------------------
(1) On October 24, 1991, the Fund's investment objective and certain of its
fundamental policies and investment restrictions were changed. See
"Information About the Funds" in the Statement of Additional Information.
</TABLE>
Further information about each Fund's performance is contained in such
Fund's annual report, which may be obtained without charge by writing to the
address or calling the number set forth on the cover page of this Prospectus.
DESCRIPTION OF THE FUNDS
INVESTMENT OBJECTIVE
Each Fund's investment objective is to provide you with as high a level of
current income as is consistent with the preservation of capital and, for the
MONEY MARKET FUND only, with the maintenance of liquidity. It cannot be changed,
as to a Fund, without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of such Fund's
outstanding voting shares. There can be no assurance that a Fund's investment
objective will be achieved.
MANAGEMENT POLICIES
The MONEY MARKET FUND invests only in, and each TERM FUND invests at least
65% of its net assets in, U.S. Treasury securities the interest from which would
not subject shareholders to state or local income tax. Each TERM FUND may invest
the remainder of its assets in other securities issued or guaranteed by the U.S.
Government and its agencies or instrumentalities, and enter into repurchase
agreements. See "Appendix--Certain Portfolio Securities." The INTERMEDIATE TERM
FUND and LONG TERM FUND also may engage in various investment techniques, such
as options and futures transactions, and lending portfolio securities. Dividends
paid by the INTERMEDIATE TERM FUND and LONG TERM FUND attributable to income or
gain derived from certain of these securities transactions may be subject to
Federal income tax and to state and local taxes in certain states. See
"Dividends, Distributions and Taxes." For a discussion of the investment
techniques and their related risks, see "Investment Considerations and Risks"
and "Appendix--Investment Techniques" below and "Investment Objective and
Management Policies--Management Policies" in the Statement of Additional
Information.
Under normal market conditions, the dollar-weighted average maturity of the
SHORT TERM FUND'S portfolio is expected to range between two and three years;
the dollar-weighted average maturity of the INTERMEDIATE TERM FUND'S portfolio
is expected to range between seven and ten years; and the dollar-weighted
average maturity of the LONG TERM FUND'S portfolio is expected to be greater
than ten years. For defensive purposes in an effort to preserve capital during
periods of rapidly changing interest rates, each TERM FUND'S assets may be
invested temporarily so that its dollar-weighted average portfolio maturity may
be less than that stated above. See "Appendix -- Investment Techniques."
The MONEY MARKET FUND seeks to maintain a net asset value of $1.00 per
share for purchases and redemptions. To do so, the MONEY MARKET FUND uses the
amortized cost method of valuing its securities pursuant to Rule 2a-7 under the
1940 Act, which Rule includes various maturity, quality and diversification
requirements, certain of which are summarized as follows. In accordance with
Rule 2a-7, the MONEY MARKET FUND will maintain a dollar-weighted average
portfolio maturity of 90 days or less, purchase only instruments having
remaining maturities of 13 months or less and invest only in U.S. dollar
denominated securities. For further information regarding the amortized cost
method of valuing securities, see "Determination of Net Asset Value" in the
Statement of Additional Information. There can be no assurance that the MONEY
MARKET FUND will be able to maintain a stable net asset value of $1.00 per
share.
Each Fund passes through to you state and local income tax exemptions
afforded to owners of direct obligations of the United States. Such interest
income, however, will not be exempt from Federal tax. Furthermore, capital gains
realized by a Fund will not be exempt from Federal taxes or, generally, from
state and local taxes.
INVESTMENT CONSIDERATIONS AND RISKS
GENERAL--The value of the portfolio securities held by a Fund will vary
inversely to changes in prevailing interest rates. Thus, if interest rates have
increased from the time a security was purchased, such security, if sold, might
be sold at a price less than its cost. Similarly, if interest rates have
declined from the time a security was purchased, such security, if sold, might
be sold at a price greater than its cost. In either instance, if the security
was purchased at face value and held to maturity, no gain or loss would be
realized.
Each TERM FUND may attempt to increase yield by trading to take advantage
of short-term market variations. This policy is expected to result in high
portfolio turnover but should not adversely affect the Fund since the Funds
usually pay no brokerage commissions when they purchase portfolio securities.
The MONEY MARKET FUND seeks to maintain a stable net asset value of $1.00
per share, while the net asset value per share of each TERM FUND generally will
not be stable and should fluctuate based on changes in the value of its
portfolio securities. The SHORT TERM FUND'S price per share should fluctuate
less than that of the INTERMEDIATE TERM FUND which should fluctuate less than
that of the LONG TERM FUND.
USE OF DERIVATIVES--The INTERMEDIATE TERM FUND and LONG TERM FUND may
invest in derivatives ("Derivatives"). These are financial instruments which
derive their performance, at least in part, from the performance of an
underlying asset, index or interest rate. The Derivatives each of these Funds
may use include options and futures. While Derivatives can be used effectively
in furtherance of the Fund's investment objective, under certain market
conditions, they can increase the volatility of the Fund's net asset value,
decrease the liquidity of the Fund's portfolio and make more difficult the
accurate pricing of the Fund's portfolio. See "Appendix--Investment
Techniques--Use of Derivatives" below and "Investment Objective and Management
Policies--Management Policies--Derivatives" in the Statement of Additional
Information.
MANAGEMENT OF THE FUNDS
INVESTMENT ADVISER--The Dreyfus Corporation, located at 200 Park Avenue,
New York, New York 10166, was formed in 1947 and serves as each Fund's
investment adviser. The Dreyfus Corporation is a wholly-owned subsidiary of
Mellon Bank, N.A., which is a wholly-owned subsidiary of Mellon Bank Corporation
("Mellon"). As of March 31, 1998, The Dreyfus Corporation managed or
administered approximately $100 billion in assets for approximately 1.7 million
shareholder accounts nationwide.
The Dreyfus Corporation supervises and assists in the overall management of
each Fund's affairs under a separate Management Agreement with each Fund,
subject to the authority of the Fund's Board in accordance with Massachusetts
law. The primary portfolio manager of each TERM FUND is Gerald Thunelius. He has
held that position since 1991, and has been employed by The Dreyfus Corporation
since 1989. The Funds' other portfolio managers are identified in the Statement
of Additional Information. The Dreyfus Corporation also provides research
services for the Funds and for other funds advised by The Dreyfus Corporation
through a professional staff of portfolio managers and securities analysts.
Mellon is a publicly owned multibank holding company incorporated under
Pennsylvania law in 1971 and registered under the Federal Bank Holding Company
Act of 1956, as amended. Mellon provides a comprehensive range of financial
products and services in domestic and selected international markets. Mellon is
among the twenty-five largest bank holding companies in the United States based
on total assets. Mellon's principal wholly-owned subsidiaries are Mellon Bank,
N.A., Mellon Bank (DE) National Association, Mellon Bank (MD), The Boston
Company, Inc., AFCOCredit Corporation and a number of companies known as Mellon
Financial Services Corporations. Through its subsidiaries, including The Dreyfus
Corporation, Mellon managed more than $305 billion in assets as of December 31,
1997, including approximately $104 billion in proprietary mutual fund assets. As
of December 31, 1997, Mellon, through various subsidiaries, provided non-
investment services, such as custodial or administration services, for more than
$1.532 trillion in assets including approximately $60 billion in mutual fund
assets.
For the fiscal year ended December 31, 1997, the MONEY MARKET FUND paid The
Dreyfus Corporation a monthly management fee at the annual rate of .50% of the
value of its average daily net assets. For the fiscal year ended December 31,
1997, the SHORT TERM FUND, INTERMEDIATE TERM FUND and LONG TERM FUND, which have
each agreed to pay The Dreyfus Corporation a monthly management fee at the
annual rate of .60% of the value of its average daily net assets, paid The
Dreyfus Corporation a monthly management fee at the effective annual rate of
.29%, .43% and .36%, respectively, of the value of its average daily net assets,
pursuant to undertakings by The Dreyfus Corporation. From time to time, The
Dreyfus Corporation may waive receipt of its fee and/or voluntarily assume
certain expenses of a Fund, which would have the effect of lowering that Fund's
expense ratio and increasing yield to investors. A Fund will not pay The Dreyfus
Corporation at a later time for any amounts it may waive, nor will a Fund
reimburse The Dreyfus Corporation for any amounts it may assume.
In allocating brokerage transactions, The Dreyfus Corporation seeks to
obtain the best execution of orders at the most favorable net price. Subject to
this determination, The Dreyfus Corporation may consider, among other things,
the receipt of research services and/or the sale of shares of the Fund or other
funds managed, advised or administered by The Dreyfus Corporation as factors in
the selection of broker-dealers to execute portfolio transactions for the Fund.
See "Portfolio Transactions" in the Statement of Additional Information.
The Dreyfus Corporation may pay the Funds' distributor for shareholder
services from The Dreyfus Corporation's own assets, including past profits but
not including the management fee paid by the Funds. The Funds' distributor may
use part or all of such payments to pay securities dealers, banks or other
financial institutions in respect of these services. DISTRIBUTOR--Each Fund's
distributor is Premier Mutual Fund Services, Inc. (the "Distributor"), located
at 60 State Street, Boston, Massachusetts 02109. The Distributor's ultimate
parent is Boston Institutional Group, Inc. TRANSFER AND DIVIDEND DISBURSING
AGENT AND CUSTODIAN--Dreyfus Transfer, Inc., a wholly-owned subsidiary of The
Dreyfus Corporation, P.O. Box 9671, Providence, Rhode Island 02940-9671, is the
Transfer and Dividend Disbursing Agent (the "Transfer Agent") for each Fund. The
Bank of New York, 90 Washington Street, New York, New York 10286, is the
Custodian for the MONEY MARKET FUND. Mellon Bank, N.A., One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258, is the Custodian for each TERM FUND.
HOW TO BUY SHARES
Fund shares are sold without a sales charge. You may be charged a fee if
you effect transactions in shares of a Fund through a securities dealer, bank or
other financial institution. Share certificates are issued only upon your
written request. No certificates are issued for fractional shares. Each Fund
reserves the right to reject any purchase order. See "Appendix-- Additional
Information About Purchases, Exchanges and Redemptions."
The minimum initial investment for each Fund is $2,500, or $1,000 if you
are a client of a securities dealer, bank or other financial institution which
maintains an omnibus account in the Fund and has made an aggregate minimum
initial purchase for its customers of $2,500. Subsequent investments must be at
least $100. However, the minimum initial investment is $750 for
Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs and rollover IRAs) and 403(b)(7) Plans
with only one participant and $500 for Dreyfus- sponsored Education IRAs, with
no minimum for subsequent purchases. The initial investment must be accompanied
by the Account Application. For full-time or part-time employees of The Dreyfus
Corporation or any of its affiliates or subsidiaries, directors of The Dreyfus
Corporation, Board members of a fund advised by The Dreyfus Corporation,
including members of each Fund's Board, or the spouse or minor child of any of
the foregoing, the minimum initial investment is $1,000. For full-time or
part-time employees of The Dreyfus Corporation or any of its affiliates or
subsidiaries who elect to have a portion of their pay directly deposited into
their Fund accounts, the minimum initial investment is $50. Each Fund reserves
the right to offer Fund shares without regard to minimum purchase requirements
to employees participating in certain qualified or non- qualified employee
benefit plans or other programs where contributions or account information can
be transmitted in a manner and form acceptable to such Fund. Each Fund reserves
the right to vary further the initial and subsequent investment minimum
requirements at any time. Fund shares also are offered without regard to the
minimum initial investment requirements through Dreyfus-AUTOMATIC Asset
Builder(R), Dreyfus Government Direct Deposit Privilege or Dreyfus Payroll
Savings Plan pursuant to the Dreyfus Step Program described under "Shareholder
Services." These services enable you to make regularly scheduled investments and
may provide you with a convenient way to invest for long-term financial goals.
You should be aware, however, that periodic investment plans do not guarantee a
profit and will not protect an investor against loss in a declining market.
You may purchase Fund shares by check or wire, or through the Dreyfus
TELETRANSFER Privilege described below. Checks should be made payable to "The
Dreyfus Family of Funds." Payments to open new accounts which are mailed should
be sent to The Dreyfus Family of Funds, P.O. Box 9387, Providence, Rhode Island
02940-9387, together with your Account Application. For subsequent investments,
your Fund account number should appear on the check and an investment slip
should be enclosed and sent to The Dreyfus Family of Funds, P.O. Box 105,
Newark, New Jersey 07101-0105. Neither initial nor subsequent investments should
be made by third party check. Purchase orders may be delivered in person only to
a Dreyfus Financial Center. THESE ORDERS WILL BE FORWARDED TO THE RELEVANT FUND
AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the location of the nearest
Dreyfus Financial Center, please call one of the telephone numbers listed under
"General Information."
Wire payments may be made if your bank account is in a commercial bank that
is a member of the Federal Reserve System or any other bank having a
correspondent bank in New York City. Immediately available funds may be
transmitted by wire to The Bank of New York (DDA #8900119497/Dreyfus 100% U.S.
Treasury Money Market Fund; or DDA #8900119543/Dreyfus U.S. Treasury Short Term
Fund; or DDA #8900119500/Dreyfus U.S. Treasury Intermediate Term Fund; or DDA
#8900119519/Dreyfus U.S. Treasury Long Term Fund) for purchase of Fund shares in
your name. The wire must include your Fund account number (for new accounts,
your Taxpayer Identification Number ("TIN") should be included instead), account
registration and dealer number, if applicable. If your initial purchase of Fund
shares is by wire, please call 1-800-645-6561 after completing your wire payment
to obtain your Fund account number. Please include your Fund account number on
the Account Application and promptly mail the Account Application to the Fund,
as no redemptions will be permitted until the Account Application is received.
You may obtain further information about remitting funds in this manner from
your bank. All payments should be made in U.S. dollars and, to avoid fees and
delays, should be drawn only on U.S. banks. A charge will be imposed if any
check used for investment in your account does not clear. Each Fund makes
available to certain large institutions the ability to issue purchase
instructions through compatible computer facilities.
Subsequent investments also may be made by electronic transfer of funds
from an account maintained in a bank or other domestic financial institution
that is an Automated Clearing House member. You must direct the institution to
transmit immediately available funds through the Automated Clearing House to The
Bank of New York with instructions to credit your Fund account. The instructions
must specify your Fund account registration and your Fund account number
PRECEDED BY THE DIGITS "1111."
Fund shares are sold on a continuous basis at the net asset value per share
next determined after an order in proper form is received by the Transfer Agent
or other entity authorized to receive orders on behalf of the Fund. Net asset
value per share is determined as of the close of trading on the floor of the New
York Stock Exchange (currently 4:00 p.m., New York time), on each day the New
York Stock Exchange is open for business. For purposes of determining net asset
value per share for the INTERMEDIATE TERM FUND and LONG TERM FUND, options and
future contracts will be valued 15 minutes after the close of trading on the
floor of the New York Stock Exchange. Net asset value per share is computed by
dividing the value of the Fund's net assets (i.e., the value of its assets less
liabilities) by the total number of its shares outstanding. Each TERM FUND'S
U.S. Treasury portfolio securities are valued at the average of the most recent
bid and asked prices and its other investments are valued at fair value by an
independent pricing service approved by the Fund's Board. For further
information regarding the methods employed in valuing Fund investments, see
"Determination of Net Asset Value" in the Statement of Additional Information.
For certain institutions that have entered into agreements with the
Distributor, payment for the purchase of TERM FUND shares may be transmitted,
and must be received by the Transfer Agent, within three business days after the
order is placed. If such payment is not received within three business days
after the order is placed, the order may be canceled and the institution could
be held liable for resulting fees and/or losses.
The Distributor may pay dealers a fee of up to .5% of the amount invested
through such dealers in Fund shares by employees participating in qualified or
non-qualified employee benefit plans or other programs where (i)the employers or
affiliated employers maintaining such plans or programs have a minimum of 250
employees eligible for participation in such plans or programs, or (ii) such
plan's or program's aggregate investment in the Dreyfus Family of Funds or
certain other products made available by the Distributor to such plans or
programs exceeds $1,000,000 ("Eligible Benefit Plans"). Shares of funds in the
Dreyfus Family of Funds then held by Eligible Benefit Plans will be aggregated
to determine the fee payable. The Distributor reserves the right to cease paying
these fees at any time. The Distributor will pay such fees from its own funds,
other than amounts received from the Fund, including past profits or any other
source available to it.
Federal regulations require that you provide a certified TIN upon opening
or reopening an account. See "Dividends, Distributions and Taxes" and the
Account Application for further information concerning this requirement. Failure
to furnish a certified TIN to the Fund could subject you to a $50 penalty
imposed by the Internal Revenue Service (the "IRS"). DREYFUS TELETRANSFER
PRIVILEGE--You may purchase shares (minimum $500, maximum $150,000 per day) by
telephone if you have checked the appropriate box and supplied the necessary
information on the Account Application or have filed a Shareholder Services Form
with the Transfer Agent. The proceeds will be transferred between the bank
account designated in one of these documents and your Fund account. Only a bank
account maintained in a domestic financial institution which is an Automated
Clearing House member may be so designated. Each Fund may modify or terminate
this Privilege at any time or charge a service fee upon notice to shareholders.
No such fee currently is contemplated.
If you have selected the Dreyfus TELETRANSFER Privilege, you may request a
Dreyfus TELETRANSFER purchase of shares by calling 1-800-645-6561 or, if you are
calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES
FUND EXCHANGES--You may purchase, in exchange for shares of a Fund, shares of
certain other funds managed or administered by The Dreyfus Corporation, to the
extent such shares are offered for sale in your state of residence. These funds
have different investment objectives that may be of interest to you. Exchanges
may be made among the Funds offered by this Prospectus as well. If you desire to
use this service, please call 1-800-645-6561 to determine if it is available and
whether any conditions are imposed on its use.
To request an exchange, you must give exchange instructions to the Transfer
Agent in writing or by telephone. Before any exchange, you must obtain and
should review a copy of the current prospectus of the fund into which the
exchange is being made. Prospectuses may be obtained by calling 1-800-645-6561.
Except in the case of personal retirement plans, the shares being exchanged must
have a current value of at least $500; furthermore, when establishing a new
account by exchange, the shares being exchanged must have a value of at least
the minimum initial investment required for the fund into which the exchange is
being made. The ability to issue exchange instructions by telephone is given to
all Fund shareholders automatically, unless you check the applicable "No"box on
the Account Application, indicating that you specifically refuse this Privilege.
The Telephone Exchange Privilege may be established for an existing account by
written request signed by all shareholders on the account, by a separate signed
Shareholder Services Form, available by calling 1-800-645-6561, or by oral
request from any of the authorized signatories on the account by calling
1-800-645-6561. If you have established the Telephone Exchange Privilege, you
may telephone exchange instructions (including over The Dreyfus Touch(R)
automated telephone system) by calling 1-800-645-6561. If you are calling from
overseas, call 516-794-5452. See "How to Redeem Shares -- Procedures." Upon an
exchange into a new account, the following shareholder services and privileges,
as applicable and where available, will be automatically carried over to the
fund into which the exchange is made: Telephone Exchange Privilege, Check
Redemption Privilege, Wire Redemption Privilege, Telephone Redemption Privilege,
Dreyfus TELETRANSFER Privilege and the dividend/capital gain distribution option
(except for Dreyfus Dividend Sweep) selected by the investor.
Shares will be exchanged at the next determined net asset value; however, a
sales load may be charged with respect to exchanges into funds sold with a sales
load. If you are exchanging into a fund that charges a sales load, you may
qualify for share prices which do not include a sales load or which reflect a
reduced sales load, if the shares you are exchanging were: (a) purchased with a
sales load, (b) acquired by a previous exchange from shares purchased with a
sales load, or (c) acquired through reinvestment of dividends or distributions
paid with respect to the foregoing categories of shares. To qualify, at the time
of the exchange you must notify the Transfer Agent. Any such qualification is
subject to confirmation of the holdings through a check of appropriate records.
See "Shareholder Services" in the Statement of Additional Information. No fees
currently are charged shareholders directly in connection with exchanges,
although each Fund reserves the right, upon not less than 60 days' written
notice, to charge shareholders a nominal administrative fee in accordance with
rules promulgated by the Securities and Exchange Commission. Each Fund reserves
the right to reject any exchange request in whole or in part. See
"Appendix--Additional Information About Purchases, Exchanges and Redemptions."
The availability of Fund Exchanges may be modified or terminated at any time
upon notice to shareholders. See "Dividends, Distributions and Taxes."
DREYFUS AUTO-EXCHANGE PRIVILEGE--Dreyfus Auto-Exchange Privilege enables
you to invest regularly (on a semi-monthly, monthly, quarterly or annual basis),
in exchange for shares of a Fund, in shares of certain other funds in the
Dreyfus Family of Funds of which you are a shareholder. The amount you
designate, which can be expressed either in terms of a specific dollar or share
amount ($100 minimum), will be exchanged automatically on the first and/or
fifteenth of the month according to the schedule you have selected. Shares will
be exchanged at the then-current net asset value; however, a sales load may be
charged with respect to exchanges into funds sold with a sales load. See
"Shareholder Services" in the Statement of Additional Information. The right to
exercise this Privilege may be modified or cancelled by your Fund or the
Transfer Agent. You may modify or cancel your exercise of this Privilege at any
time by mailing written notification to The Dreyfus Family of Funds, P.O. Box
9671, Providence, Rhode Island 02940-9671. Each Fund may charge a service fee
for the use of this Privilege. No such fee currently is contemplated. For more
information concerning this Privilege and the funds in the Dreyfus Family of
Funds eligible to participate in this Privilege, or to obtain a Dreyfus
Auto-Exchange Authorization Form, please call toll free 1-800-645-6561. See
"Dividends, Distributions and Taxes."
DREYFUS-AUTOMATIC ASSET BUILDER(R)--Dreyfus-AUTOMATIC Asset Builder permits
you to purchase Fund shares (minimum of $100 and maximum of $150,000 per
transaction) at regular intervals selected by you. Fund shares are purchased by
transferring funds from the bank account designated by you. Only an account
maintained at a domestic financial institution which is an Automated Clearing
House member may be so designated. To establish a Dreyfus-AUTOMATIC Asset
Builder account, you must file an authorization form with the Transfer Agent.
You may obtain the necessary authorization form by calling 1-800-645-6561. You
may cancel your participation in this Privilege or change the amount of purchase
at any time by mailing written notification to The Dreyfus Family of Funds, P.O.
Box 9671, Providence, Rhode Island 02940-9671, and the notification will be
effective three business days following receipt. Each Fund may modify or
terminate this Privilege at any time or charge a service fee. No such fee
currently is contemplated.
DREYFUS GOVERNMENT DIRECT DEPOSIT PRIVILEGE--Dreyfus Government Direct
Deposit Privilege enables you to purchase Fund shares (minimum of $100 and
maximum of $50,000 per transaction) by having Federal salary, Social Security,
or certain veterans', military or other payments from the Federal government
automatically deposited into your Fund account. You may deposit as much of such
payments as you elect. To enroll in Dreyfus Government Direct Deposit, you must
file with the Transfer Agent a completed Direct Deposit Sign-Up Form for each
type of payment that you desire to include in this Privilege. The appropriate
form may be obtained by calling 1-800-645-6561. Death or legal incapacity will
terminate your participation in this Privilege. You may elect at any time to
terminate your participation by notifying in writing the appropriate Federal
agency. Further, your Fund may terminate your participation upon 30 days' notice
to you.
DREYFUS PAYROLL SAVINGS PLAN--Dreyfus Payroll Savings Plan permits you to
purchase Fund shares (minimum of $100 per transaction) automatically on a
regular basis. Depending upon your employer's direct deposit program, you may
have part or all of your paycheck transferred to your existing Dreyfus account
electronically through the Automated Clearing House system at each pay period.
To establish a Dreyfus Payroll Savings Plan account, you must file an
authorization form with your employer's payroll department. Your employer must
complete the reverse side of the form and return it to The Dreyfus Family of
Funds, P.O. Box 9671, Providence, Rhode Island 02940-9671. You may obtain the
necessary authorization form by calling 1-800-645-6561. You may change the
amount of purchase or cancel the authorization only by written notification to
your employer. It is the sole responsibility of your employer, not the
Distributor, The Dreyfus Corporation, the Fund, the Transfer Agent or any other
person, to arrange for transactions under the Dreyfus Payroll Savings Plan. Each
Fund may modify or terminate this Privilege at any time or charge a service fee.
No such fee currently is contemplated.
DREYFUS STEP PROGRAM--Dreyfus Step Program enables you to purchase Fund
shares without regard to the Fund's minimum initial investment requirements
through Dreyfus-AUTOMATIC Asset Builder, Dreyfus Government Direct Deposit
Privilege or Dreyfus Payroll Savings Plan. To establish a Dreyfus Step Program
account, you must supply the necessary information on the Account Application
and file the required authorization form(s) with the Transfer Agent. For more
information concerning this Program, or to request the necessary authorization
form(s), please call toll free 1-800-782-6620. You may terminate your
participation in this Program at any time by discontinuing your participation in
Dreyfus-AUTOMATIC Asset Builder(R), Dreyfus Government Direct Deposit Privilege
or Dreyfus Payroll Savings Plan, as the case may be, as provided under the terms
of such Privilege(s). Each Fund may modify or terminate this Program at any
time. Investors who wish to purchase Fund shares through the Dreyfus Step
Program in conjunction with a Dreyfus-sponsored retirement plan may do so only
for IRAs, SEP-IRAs and IRA "Rollover Accounts."
DREYFUS DIVIDEND OPTIONS--Dreyfus Dividend Sweep enables you to invest
automatically dividends or dividends and capital gain distributions, if any,
paid by a Fund in shares of another fund in the Dreyfus Family of Funds of which
you are a shareholder. Shares of the other fund will be purchased at the
then-current net asset value; however, a sales load may be charged with respect
to investments in shares of a fund sold with a sales load. If you are investing
in a fund that charges a sales load, you may qualify for share prices which do
not include the sales load or which reflect a reduced sales load. If you are
investing in a fund that charges a contingent deferred sales charge, the shares
purchased will be subject on redemption to the contingent deferred sales charge,
if any, applicable to the purchased shares. See "Shareholder Services" in the
Statement of Additional Information. Dreyfus Dividend ACH permits you to
transfer electronically dividends or dividends and capital gain distributions,
if any, from the Fund to a designated bank account. Only an account maintained
at a domestic financial institution which is an Automated Clearing House member
may be so designated. Banks may charge a fee for this service.
For more information concerning these privileges or to request a Dividend
Options Form, please call toll free 1-800-645-6561. You may cancel these
privileges by mailing written notification to The Dreyfus Family of Funds, P.O.
Box 9671, Providence, Rhode Island 02940-9671. Enrollment in or cancellation of
these privileges is effective three business days following receipt. These
privileges are available only for existing accounts and may not be used to open
new accounts. Minimum subsequent investments do not apply for Dreyfus Dividend
Sweep. The Funds may modify or terminate these privileges at any time or charge
a service fee. No such fee currently is contemplated. Shares held under Keogh
Plans, IRAs or other retirement plans are not eligible for Dreyfus Dividend
Sweep.
AUTOMATIC WITHDRAWAL PLAN--The Automatic Withdrawal Plan permits you to
request withdrawal of a specified dollar amount (minimum of $50) on either a
monthly or quarterly basis if you have a $5,000 minimum account. An Automatic
Withdrawal Plan may be established by filing an Automatic Withdrawal Plan
application with the Transfer Agent or by oral request from any of the
authorized signatories on the account by calling 1-800-645-6561. The Automatic
Withdrawal Plan may be ended at any time by you, your Fund or the Transfer
Agent. Shares for which certificates have been issued may not be redeemed
through the Automatic Withdrawal Plan.
RETIREMENT PLANS--Each Fund offers a variety of pension and profit-sharing
plans, including Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs, rollover IRAs and Education IRAs),
401(k) Salary Reduction Plans and 403(b)(7) Plans. Plan support services also
are available. You can obtain details on the various plans by calling the
following numbers toll free: for Keogh Plans, please call 1-800-358-5566; for
IRAs (except SEP-IRAs), please call 1-800-645-6561; or for SEP-IRAs, 401(k)
Salary Reduction Plans and 403(b)(7) Plans, please call 1-800-322-7880.
HOW TO REDEEM SHARES
GENERAL
You may request redemption of your shares at any time. Redemption requests
should be transmitted to the Transfer Agent as described below. When a request
is received in proper form by the Transfer Agent or other entity authorized to
receive orders on behalf of the Fund, your Fund will redeem the shares at the
next determined net asset value. See "Appendix--Additional Information About
Purchases, Exchanges and Redemptions."
No Fund imposes a charge when shares are redeemed. Securities dealers,
banks or other financial institutions may charge their clients a fee for
effecting redemptions of Fund shares. Any certificates representing Fund shares
being redeemed must be submitted with the redemption request. The value of the
shares redeemed may be more or less than their original cost, depending upon the
respective Fund's then-current net asset value.
Each Fund ordinarily will make payment for all shares redeemed within seven
days after receipt by the Transfer Agent of a redemption request in proper form,
except as provided by the rules of the Securities and Exchange Commission.
HOWEVER, IF YOU HAVE PURCHASED FUND SHARES BY CHECK, BY DREYFUS TELETRANSFER
PRIVILEGE OR THROUGH DREYFUS-AUTOMATIC ASSET BUILDER(R) AND SUBSEQUENTLY SUBMIT
A WRITTEN REDEMPTION REQUEST TO THE TRANSFER AGENT, THE REDEMPTION PROCEEDS WILL
BE TRANSMITTED TO YOU PROMPTLY UPON BANK CLEARANCE OF YOUR PURCHASE CHECK,
DREYFUS TELETRANSFER PURCHASE OR DREYFUS- AUTOMATIC ASSET BUILDER ORDER, WHICH
MAY TAKE UP TO EIGHT BUSINESS DAYS OR MORE. IN ADDITION, NO FUND WILL HONOR
REDEMPTION CHECKS UNDER THE CHECK REDEMPTION PRIVILEGE, AND THE FUNDS WILL
REJECT REQUESTS TO REDEEM SHARES BY WIRE OR TELEPHONE OR PURSUANT TO THE DREYFUS
TELETRANSFER PRIVILEGE, FOR A PERIOD OF EIGHT BUSINESS DAYS AFTER RECEIPT BY THE
TRANSFER AGENT OF THE PURCHASE CHECK, THE DREYFUS TELETRANSFER PURCHASE OR THE
DREYFUS-AUTOMATIC ASSET BUILDER ORDER AGAINST WHICH SUCH REDEMPTION IS
REQUESTED. THESE PROCEDURES WILL NOT APPLY IF YOUR SHARES WERE PURCHASED BY WIRE
PAYMENT, OR IF YOU OTHERWISE HAVE A SUFFICIENT COLLECTED BALANCE IN YOUR ACCOUNT
TO COVER THE REDEMPTION REQUEST. PRIOR TO THE TIME ANY REDEMPTION IS EFFECTIVE,
DIVIDENDS ON SUCH SHARES WILL ACCRUE AND BE PAYABLE, AND YOU WILL BE ENTITLED TO
EXERCISE ALL OTHER RIGHTS OF BENEFICIAL OWNERSHIP. Fund shares will not be
redeemed until the Transfer Agent has received your Account Application.
Each Fund reserves the right to redeem your account at its option upon not
less than 30 days' written notice if your account's net asset value is $500 or
less and remains so during the notice period.
PROCEDURES
You may redeem Fund shares by using the regular redemption procedure
through the Transfer Agent, or through the Check Redemption Privilege or
Telephone Redemption Privilege which are granted automatically unless you
specifically refuse them by checking the applicable "No" box on the Account
Application. The Check Redemption Privilege and the Telephone Redemption
Privilege may be established for an existing account by a separate signed
Shareholder Services Form or, with respect to the Telephone Redemption
Privilege, by oral request from any of the authorized signatories on the account
by calling 1-800-645-6561. You also may redeem shares through the Wire
Redemption Privilege or the Dreyfus TELETRANSFER Privilege, if you have checked
the appropriate box and supplied the necessary information on the Account
Application or have filed a Shareholder Services Form with the Transfer Agent.
Each Fund makes available to certain large institutions the ability to issue
redemption instructions through compatible computer facilities. The Fund
reserves the right to refuse any request made by wire or telephone, including
requests made shortly after a change of address, and may limit the amount
involved or the number of such requests. The Fund may modify or terminate any
redemption Privilege at any time or charge a service fee upon notice to
shareholders. No such fee currently is contemplated. Shares held under Keogh
Plans, IRAs or other retirement plans, and shares for which certificates have
been issued, are not eligible for the Check Redemption, Wire Redemption,
Telephone Redemption or Dreyfus TELETRANSFER Privilege.
The Telephone Redemption Privilege or Telephone Exchange Privilege
authorizes the Transfer Agent to act on telephone instructions (including over
The Dreyfus Touch(R) automated telephone system) from any person representing
himself or herself to be you and reasonably believed by the Transfer Agent to be
genuine. Each Fund will require the Transfer Agent to employ reasonable
procedures, such as requiring a form of personal identification, to confirm that
instructions are genuine and, if the Transfer Agent does not follow such
procedures, such Fund or the Transfer Agent may be liable for any losses due to
unauthorized or fraudulent instructions. Neither the Fund nor the Transfer Agent
will be liable for following telephone instructions reasonably believed to be
genuine.
During times of drastic economic or market conditions, you may experience
difficulty in contacting the Transfer Agent by telephone to request a redemption
or exchange of Fund shares. In such cases, you should consider using the other
redemption procedures described herein. Use of these other redemption procedures
may result in your redemption request being processed at a later time than it
would have been if telephone redemption had been used. During the delay, each
TERM FUND'S net asset value may fluctuate.
REGULAR REDEMPTION--Under the regular redemption procedure, you may redeem
shares by written request mailed to The Dreyfus Family of Funds, P.O. Box 9671,
Providence, Rhode Island 02940-9671. Redemption requests may be delivered in
person only to a Dreyfus Financial Center. THESE REQUESTS WILL BE FORWARDED TO
THE RELEVANT FUND AND WILL BE PROCESSED ONLY UPON RECEIPT THEREBY. For the
location of the nearest Dreyfus Financial Center, please call one of the
telephone numbers listed under "General Information." Redemption requests must
be signed by each shareholder, including each holder of a joint account, and
each signature must be guaranteed. The Transfer Agent has adopted standards and
procedures pursuant to which signature-guarantees in proper form generally will
be accepted from domestic banks, brokers, dealers, credit unions, national
securities exchanges, registered securities associations, clearing agencies and
savings associations, as well as from participants in the New York Stock
Exchange Medallion Signature Program, the Securities Transfer Agent Medallion
Program ("STAMP"), and the Stock Exchanges Medallion Program. If you have any
questions with respect to signature- guarantees, please call one of the
telephone numbers listed under "General Information."
Redemption proceeds of at least $1,000 will be wired to any member bank of
the Federal Reserve System in accordance with a written signature-guaranteed
request.
CHECK REDEMPTION PRIVILEGE--You may write Redemption Checks drawn on your
Fund account. Redemption Checks may be made payable to the order of any person
in the amount of $500 or more. Potential fluctuations in the net asset value of
the shares of the TERM FUNDS should be considered in determining the amount of
the check. Redemption Checks should not be used to close an account. Redemption
Checks are free, but the Transfer Agent will impose a fee for stopping payment
of a Redemption Check upon your request or if the Transfer Agent cannot honor
the Redemption Check due to insufficient funds or other valid reason. You should
date your Redemption Checks with the current date when you write them. Please do
not postdate your Redemption Checks. If you do, the Transfer Agent will honor,
upon presentment, even if presented before the date of the check, all postdated
Redemption Checks which are dated within six months of presentment for payment,
if they are otherwise in good order. For the TERM FUNDS only, this Privilege
will be terminated immediately, without notice, with respect to any account
which is, or becomes, subject to backup withholding on redemptions (see
"Dividends, Distributions and Taxes"). Any Redemption Check written on an
account which has become subject to backup withholding on redemptions will not
be honored by the Transfer Agent. If you hold shares in a Dreyfus-sponsored IRA
account, you may be permitted to make withdrawals from your IRA account using
checks furnished to you by The Dreyfus Trust Company. The Check Redemption
Privilege is granted automatically unless you refuse it.
WIRE REDEMPTION PRIVILEGE--You may request by wire, telephone or letter
that redemption proceeds (minimum $1,000) be wired to your account at a bank
which is a member of the Federal Reserve System, or a correspondent bank if your
bank is not a member. Holders of jointly registered Fund or bank accounts may
have redemption proceeds of not more than $250,000 wired within any 30-day
period. You may telephone redemption requests by calling 1-800-645-6561 or, if
you are calling from overseas, call 516-794-5452. The Statement of Additional
Information sets forth instructions for transmitting redemption requests by
wire.
TELEPHONE REDEMPTION PRIVILEGE--You may request by telephone that
redemption proceeds (maximum $150,000 per day) be paid by check and mailed to
your address. You may telephone redemption instructions by calling
1-800-645-6561 or, if you are calling from overseas, call 516-794-5452. The
Telephone Redemption Privilege is granted automatically unless you refuse it.
DREYFUS TELETRANSFER PRIVILEGE--You may request by telephone that
redemption proceeds (minimum $500 per day) be transferred between your Fund
account and your bank account. Only a bank account maintained in a domestic
financial institution which is an Automated Clearing House member may be
designated. Redemption proceeds will be on deposit in your account at an
Automated Clearing House member bank ordinarily two days after receipt of the
redemption request. Holders of jointly registered Fund or bank accounts may
redeem through the Dreyfus TELETRANSFER Privilege for transfer to their bank
account not more than $250,000 within any 30-day period.
If you have selected the Dreyfus TELETRANSFER Privilege, you may request a
Dreyfus TELETRANSFER redemption of shares by calling 1-800-645-6561 or, if you
are calling from overseas, call 516-794-5452.
SHAREHOLDER SERVICES PLAN
Each Fund has adopted a Shareholder Services Plan pursuant to which the
Fund reimburses Dreyfus Service Corporation, a wholly-owned subsidiary of The
Dreyfus Corporation, an amount not to exceed an annual rate of .25 of 1% of the
value of its average daily net assets for certain allocated expenses of
providing personal services and/or maintaining shareholder accounts. The
services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the maintenance
of shareholder accounts.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Fund ordinarily declares dividends from its net investment income on
each day the New York Stock Exchange is open for business. Each Fund's earnings
for Saturdays, Sundays and holidays are declared as dividends on the following
business day. Dividends usually are paid on the last business day of each month,
and are automatically reinvested in additional Fund shares at net asset value
or, at your option, paid in cash. If you redeem all shares in your account at
any time during the month, all dividends to which you are entitled will be paid
to you along with the proceeds of the redemption. If you are an omnibus
accountholder and indicate in a partial redemption request that a portion of any
accrued dividends to which such account is entitled belongs to an underlying
accountholder who has redeemed all shares in his or her account, such portion of
the accrued dividends will be paid to you along with the proceeds of the
redemption. Distributions from net realized securities gains, if any, generally
are declared and paid once a year, but a Fund may make distributions on a more
frequent basis to comply with the distribution requirements of the Internal
Revenue Code of 1986, as amended (the "Code"), in all events in a manner
consistent with the provisions of the 1940 Act. No Fund will make distributions
from net realized securities gains unless capital loss carryovers, if any, have
been utilized or have expired. You may choose whether to receive distributions
in cash or to reinvest in additional shares at net asset value. If you elect to
receive dividends and distributions in cash, and your dividend or distribution
check is returned to the Fund as undeliverable or remains uncashed for six
months, the Fund reserves the right to reinvest such dividend or distribution
and all future dividends and distributions payable to you in additional Fund
shares at net asset value. No interest will accrue on amounts represented by
uncashed distribution or redemption checks. All expenses are accrued daily and
deducted before declaration of dividends to investors.
Dividends derived from net investment income attributable to interest from
direct obligations of the United States and paid by each Fund to an individual
shareholder currently are not subject to state personal income tax. Dividends
derived from net investment income attributable to interest from other
securities and, with respect to the INTERMEDIATE TERM FUND and LONG TERM FUND,
from the use of the investment techniques described under "Appendix--Investment
Techniques" may be subject to state personal income tax. Dividends paid by each
Fund may be subject to state and local corporate income and/or franchise taxes.
In certain jurisdictions, shareholders of each Fund may be subject to state
and/or local taxes with respect to ownership of Fund shares or distributions
from each Fund. Investors also should be aware that state and/or local taxes
other than those described above may be imposed on dividends, distributions or
shares of each Fund.
Dividends derived from net investment income, together with distributions
from net realized short-term securities gains and all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds,
paid by a Fund are taxable as ordinary income for Federal income tax purposes
whether or not reinvested. No dividend paid by a Fund will qualify for the
dividends received deduction allowable to certain U.S. corporations.
Distributions from net realized long-term securities gains of each Fund, if any,
generally are taxable as long-term capital gains for Federal income tax purposes
if the beneficial holder of the Fund shares is a citizen or resident of the
United States, regardless of how long the shareholder has held shares in such
Fund and whether such distributions are received in cash or reinvested in Fund
shares. The Code provides that an individual generally will be taxed on his or
her net capital gain at a maximum rate of 28% with respect to capital gain from
securities held for more than one year but not more than 18 months and at a
maximum rate of 20% with respect to capital gain from securities held for more
than 18 months. Each Fund will notify its investors of that portion of a
distribution taxable as long-term capital gains that is eligible for the 20%
capital gains rate.
Dividends derived from net investment income, together with distributions
from net realized short-term securities gains and all or a portion of any gains
realized from the sale or other disposition of certain market discount bonds,
paid by a Fund to a foreign investor generally are subject to U.S. nonresident
withholding taxes at the rate of 30%, unless the foreign investor claims the
benefits of a lower rate specified in a tax treaty. Distributions from net
realized long-term securities gains paid by a Fund to a foreign investor, as
well as the proceeds of any redemptions from a foreign investor's account,
regardless of the extent to which gain or loss may be realized, will not be
subject to U.S. nonresident withholding tax. However, such distributions may be
subject to backup withholding, as described below, unless the foreign investor
certifies his non-U.S. residency status.
Each Fund intends to provide its shareholders with an annual statement
which sets forth the percentage of dividends and distributions paid by the Fund
that is attributable to interest income exempt from state and local income
taxes. You also will receive periodic summaries of your account which will
include information as to dividends and distributions from securities gains, if
any, paid during the year.
The exchange of shares of one fund for shares of another is treated for
Federal income tax purposes as a sale of the shares given in exchange by the
shareholder and, therefore, an exchanging shareholder may realize a taxable gain
or loss.
Federal regulations generally require each Fund to withhold ("backup
withholding") and remit to the U.S. Treasury 31% of dividends, distributions
from net realized securities gains of the Fund and the proceeds of any
redemption, regardless of the extent to which gain or loss may be realized, paid
to a shareholder if such shareholder fails to certify either that the TIN
furnished in connection with opening an account is correct or that such
shareholder has not received notice from the IRS of being subject to backup
withholding as a result of a failure to properly report taxable dividend or
interest income on a Federal income tax return. Furthermore, the IRS may notify
a Fund to institute backup withholding if the IRS determines a shareholder's TIN
is incorrect or if a shareholder has failed to properly report taxable dividend
and interest income on a Federal income tax return.
A TIN is either the Social Security number, IRS individual taxpayer
identification number, or employer identification number of the record owner of
the account. Any tax withheld as a result of backup withholding does not
constitute an additional tax imposed on the record owner of the account, and may
be claimed as a credit on the record owner's Federal income tax return.
Management of each Fund believes that the Fund has qualified for the fiscal
year ended December 31, 1997 as a "regulated investment company" under the Code.
Each Fund intends to continue to so qualify if such qualification is in the best
interests of its shareholders. Such qualification relieves the Fund of any
liability for Federal income tax to the extent its earnings are distributed in
accordance with applicable provisions of the Code. Each Fund is subject to a
non-deductible 4% excise tax, measured with respect to certain undistributed
amounts of taxable investment income and capital gain.
You should consult your tax adviser regarding questions as to Federal,
state or local taxes.
YIELD AND PERFORMANCE INFORMATION
MONEY MARKET FUND--From time to time, the MONEY MARKET FUND advertises its
yield and effective yield. Both yield figures are based on historical earnings
and are not intended to indicate future performance. It can be expected that
these yields will fluctuate substantially. The yield of the MONEY MARKET FUND
refers to the income generated by an investment in the Fund over a seven-day
period (which period will be stated in the advertisement). This income is then
annualized. That is, the amount of income generated by the investment during
that week is assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The effective yield is calculated
similarly but, when annualized, the income earned by an investment in the Fund
is assumed to be reinvested. The effective yield will be slightly higher than
the yield because of the compounding effect of this assumed reinvestment. The
Fund's yield and effective yield may reflect absorbed expenses pursuant to any
undertakings that may be in effect. See "Management of the Funds."
Tax equivalent yield is calculated by determining the pre-tax yield which,
after being taxed at a stated rate, would be equivalent to a stated current
yield as described above.
Yield information is useful in reviewing the MONEY MARKET FUND'S
performance, but because yields will fluctuate, under certain conditions such
information may not provide a basis for comparison with domestic bank deposits,
other investments which pay a fixed yield for a stated period of time, or other
investment companies which may use a different method of computing yield.
SHORT TERM, INTERMEDIATE TERM AND LONG TERM FUNDS--For purposes of
advertising, performance of the Term Funds may be calculated on several bases,
including current yield, tax equivalent yield, average annual total return
and/or total return.
Current yield of a TERM FUND refers to that Fund's annualized net
investment income per share over a 30-day period, expressed as a percentage of
the net asset value per share at the end of the period. For purposes of
calculating current yield, the amount of net investment income per share during
that 30-day period, computed in accordance with regulatory requirements, is
compounded by assuming it is reinvested at a constant rate over a six-month
period. An identical result is then assumed to have occurred during a second
six-month period which, when added to the result for the first six months,
provides an "annualized" yield for an entire one-year period. Calculations of
each TERM FUND'S current yield may reflect absorbed expenses pursuant to any
undertakings that may be in effect. See "Management of the Funds."
Tax equivalent yield is calculated by determining the pre-tax yield which,
after being taxed at a stated rate, would be equivalent to a stated current
yield calculated as described above.
Average annual total return for each TERM FUND is calculated pursuant to a
standardized formula which assumes that an investment in a TERM FUND was
purchased with an initial payment of $1,000 and that the investment was redeemed
at the end of a stated period of time, after giving effect to the reinvestment
of dividends and distributions during the period. The return is expressed as a
percentage rate which, if applied on a compounded annual basis, would result in
the redeemable value of the investment at the end of the period. Advertisements
of each TERM FUND'S performance will include such TERM FUND'S average annual
total return for one, five and ten year periods, or for shorter time periods
depending upon the length of time such TERM FUND has operated.
Total return is computed on a per share basis and assumes the reinvestment
of dividends and distributions. Total return generally is expressed as a
percentage rate which is calculated by combining the income and principal
changes for a specified period and dividing by the net asset value per share at
the beginning of the period. Advertisements may include the percentage rate of
total return or may include the value of a hypothetical investment at the end of
the period which assumes the application of the percentage rate of total return.
Performance figures for each TERM FUND reflect the fact that prior to May
15, 1998, each TERM FUND'S then-existing management policies required it to
invest only in U.S. Treasury securities.
ALL FUNDS--Performance will vary from time to time and past results are not
necessarily representative of future results. You should remember that
performance is a function of portfolio management in selecting the type and
quality of portfolio securities and is affected by operating expenses.
Performance information, such as that described above, may not provide a basis
for comparison with other investments or other investment companies using a
different method of calculating performance.
Comparative performance information may be used from time to time in
advertising or marketing a Fund's shares, including data from Lipper Analytical
Services, Inc., Bank Rate Monitor(TM), N. Palm Beach, Fla. 33408, IBC's Money
Fund Report(TM), CDA Investment Technologies, Inc., Wiesenberger Investment
Companies Services, Moody's Bond Survey Bond Index, Morningstar, Inc. and other
industry publications.
GENERAL INFORMATION
Each Fund was organized as an unincorporated business trust under the laws
of the Commonwealth of Massachusetts pursuant to an Agreement and Declaration of
Trust (the "Trust Agreement") dated May 14, 1993. Each Fund is authorized to
issue an unlimited number of shares of beneficial interest, par value $.001 per
share. Each share has one vote. Each Fund ordinarily will not hold shareholder
meetings; however, shareholders under certain circumstances may have the right
to call a meeting of shareholders for the purpose of voting to remove Board
members.
On December 31, 1993, all of the assets and liabilities of each Fund's
corresponding predecessor fund--namely, Dreyfus 100% U.S. Treasury Money Market
Fund, L.P., Dreyfus 100% U.S. Treasury Short Term Fund, L.P., Dreyfus 100% U.S.
Treasury Intermediate Term Fund, L.P. and Dreyfus 100% U.S. Treasury Long Term
Fund, L.P. (each, a "Partnership")-- were transferred to the relevant Fund in
exchange for shares of beneficial interest of such Fund pursuant to a proposal
approved at a Meeting of Partners of each Partnership held on December 29, 1993.
Prior to May 15, 1998, the name of each Term Fund also included the reference to
100%.
Although each Fund is offering only its own shares, it is possible that a
Fund might become liable for any misstatement in this Prospectus about another
Fund. Each Fund's Board has considered this factor in approving the use of this
single combined Prospectus.
The Transfer Agent maintains a record of your ownership and sends
confirmations and statements of account. Each Fund sends annual and semi-annual
financial statements to all its shareholders.
Shareholder inquiries may be made by writing to the Funds at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll free
1-800-645-6561. In New York City, call 1-718-895-1206; outside the U.S., call
516-794-5452.
<PAGE>
APPENDIX
INVESTMENT TECHNIQUES
BORROWING MONEY--Each TERM FUND is permitted to borrow to the extent
permitted under the 1940 Act, which permits an investment company to borrow in
an amount up to 331/3% of the value of its total assets. Each TERM FUND
currently intends to, and the MONEY MARKET FUND may, borrow money only for
temporary or emergency (not leveraging) purposes, in an amount up to 15% of the
value of its total assets (including the amount borrowed) valued at the lesser
of cost or market, less liabilities (not including the amount borrowed) at the
time the borrowing is made. While borrowings exceed 5% of the value of a Fund's
total assets, such Fund will not make any additional investments.
LENDING PORTFOLIO SECURITIES--Each of the INTERMEDIATE TERM FUND and LONG
TERM FUND may lend securities from its portfolio to brokers, dealers and other
financial institutions needing to borrow securities to complete certain
transactions. The Fund continues to be entitled to payments in amounts equal to
the interest or other distributions payable on the loaned securities, which
affords the Fund an opportunity to earn interest on the amount of the loan and
on the loaned securities' collateral. Loans of portfolio securities may not
exceed 331/3% of the value of the Fund's total assets, and the Fund will receive
collateral consisting of cash, U.S. Government securities or irrevocable letters
of credit which will be maintained at all times in an amount equal to at least
100% of the current market value of the loaned securities. Such loans are
terminable by the Fund at any time upon specified notice. The Fund might
experience risk of loss if the institution with which it has engaged in a
portfolio loan transaction breaches its agreement with the Fund.
USE OF DERIVATIVES--Each of the INTERMEDIATE TERM FUND and LONG TERM FUND
may invest in, or enter into, Derivatives, such as futures and options. These
instruments and certain related risks are described more specifically under
"Investment Objective and Management Policies--Management Policies--Derivatives"
in the Statement of AdditionaL Information.
Derivatives can be volatile and involve various types and degrees of risk,
depending upon the characteristics of the particular Derivative and the
portfolio as a whole. Derivatives permit the Fund to increase or decrease the
level of risk, or change the character of the risk, to which its portfolio is
exposed in much the same way as the Fund can increase or decrease the level of
risk, or change the character of the risk, of its portfolio by making
investments in specific securities.
Derivatives may entail investment exposures that are greater than their
cost would suggest, meaning that a small investment in Derivatives could have a
large potential impact on the Fund's performance.
If the Fund invests in Derivatives at inopportune times or judges market
conditions incorrectly, such investments may lower the Fund's return or result
in a loss. The Fund also could experience losses if its Derivatives were poorly
correlated with its other investments, or if the Fund were unable to liquidate
its position because of an illiquid secondary market. The market for many
Derivatives is, or suddenly could become, illiquid. Changes in liquidity may
result in significant, rapid and unpredictable changes in the prices for
Derivatives.
Although neither of these Funds will be a commodity pool, certain
Derivatives subject the Fund to the rules of the Commodity Futures Trading
Commission which limit the extent to which the Fund can invest in such
Derivatives. Each of these Funds may invest in futures contracts and options
with respect thereto for hedging purposes without limit. However, neither of
these Funds may invest in such contracts and options for other purposes if the
sum of the amount of initial margin deposits and premiums paid for unexpired
options with respect to such contracts, other than for bona fide hedging
purposes, exceeds 5% of the liquidation value of the Fund's assets, after taking
into account unrealized profits and unrealized losses on such contracts and
options; provided, however, that in the case of an option that is in-the-money
at the time of purchase, the in-the-money amount may be excluded in calculating
the 5% limitation.
Each of these Funds may purchase call and put options and write (i.e.,
sell) covered call and put option contracts. When required by the Securities and
Exchange Commission, the Fund will set aside permissible liquid assets in a
segregated account to cover its obligations relating to its transactions in
Derivatives. To maintain this required cover, the Fund may have to sell
portfolio securities at disadvantageous prices or times since it may not be
possible to liquidate a Derivative position at a reasonable price.
CERTAIN PORTFOLIO SECURITIES
U.S. TREASURY SECURITIES--Each Fund may invest in U.S. Treasury securities
which include Treasury Bills, Treasury Notes and Treasury Bonds that differ in
their interest rates, maturities and times of issuance. Treasury Bills have
initial maturities of one year or less; Treasury Notes have initial maturities
of one to ten years; and Treasury Bonds generally have initial maturities of
greater than ten years.
The INTERMEDIATE TERM FUND and LONG TERM FUND may invest in U.S Treasury
securities that include Treasury Inflation-Protection Securities ("TIPS"), which
are newly created securities issued by the U.S. Treasury designed to provide
investors a long term investment vehicle that is not vulnerable to inflation.
The interest rate paid by TIPS is fixed, while the principal value rises or
falls semi-annually based on changes in a published Consumer Price Index. Thus,
if inflation occurs, the principal and interest payments on the TIPS are
adjusted accordingly to protect investors from inflationary loss. During a
deflationary period, the principal and interest payments decrease, although the
TIPS' principal will not drop below its face amount at maturity.
In exchange for the inflation protection, TIPS generally pay lower interest
rates than typical Treasury securities. Only if inflation occurs will TIPS offer
a higher real yield than a conventional Treasury bond of the same maturity. In
addition, it is not possible to predict with assurance how the market for TIPS
will develop; initially, the secondary market for these securities may not be as
active or liquid as the secondary market for conventional Treasury securities.
Principal appreciation and interest payments on TIPS will be taxed annually as
ordinary interest income for Federal income tax calculations. As a result, any
appreciation in principal must be counted as interest income in the year the
increase occurs, even though the investor will not receive such amounts until
the TIPS are sold or mature. Principal appreciation and interest payments will
be exempt from state and local income taxes.
U.S. GOVERNMENT SECURITIES--Each TERM FUND, in addition to U.S. Treasury
securities, may invest in securities issued or guaranteed by the U.S. Government
or its agencies or instrumentalities. Some obligations issued or guaranteed by
U.S. Government agencies and instrumentalities are supported by the full faith
and credit of the U.S. Treasury; others by the right of the issuer to borrow
from the Treasury; others by discretionary authority of the U.S. government to
purchase certain obligations of the agency or instrumentality; and others only
by the credit of the agency or instrumentality. These securities bear fixed,
floating or variable rates of interest. While the U.S. Government currently
provides financial support to such U.S. Government-sponsored agencies or
instrumentalities, no assurance can be given that it will always do so, since it
is not so obligated by law.
ZERO COUPON SECURITIES--Each TERM FUND may invest in zero coupon U.S.
Treasury securities, which are U.S. Treasury Notes and Bonds that have been
stripped of their unmatured interest coupons, the coupons themselves and
receipts of certificates representing interests in such stripped debt
obligations and coupons. A zero coupon security pays no interest to its holder
and is sold at a discount to its face value at maturity. The amount of the
discount fluctuates with the market price of the security. The market prices of
zero coupon securities generally are more volatile than the market prices of
securities that pay interest periodically and are likely to respond to a greater
degree to changes in interest rates than non-zero coupon securities having
similar maturities and credit qualities.
REPURCHASE AGREEMENTS--Each TERM FUND may enter into repurchase agreements
with certain banks or non-bank dealers. In a repurchase agreement, the TERM FUND
buys, and the seller agrees to repurchase, a security at a mutually agreed upon
time and price (usually within seven days). The repurchase agreement thereby
determines the yield during the purchaser's holding period, while the seller's
obligation to repurchase is secured by the value of the underlying security.
Repurchase agreements could involve risks in the event of a default or
insolvency of the other party to the agreement, including possibly delays or
restrictions upon the Fund's ability to dispose of the underlying securities.
The Fund may enter into repurchase agreements with certain banks or non-bank
dealers.
ADDITIONAL INFORMATION ABOUT PURCHASES, EXCHANGES AND REDEMPTIONS. Each
TERM FUND is intended to be a long-term investment vehicle and is not designed
to provide investors with a means of speculation on short-term market movements.
A pattern of frequent purchases and exchanges can be disruptive to efficient
portfolio management and, consequently, can be detrimental to a TERM FUND'S
performance and its shareholders. Accordingly, if a TERM FUND'S management
determines that an investor is engaged in excessive trading, the Fund, with or
without prior notice, may temporarily or permanently terminate the availability
of Fund Exchanges, or reject in whole or part any purchase or exchange request,
with respect to such investor's account. Such investors also may be barred from
purchasing other funds in the Dreyfus Family of Funds. Generally, an investor
who makes more than four exchanges out of a TERM FUND during any calendar year
(for calendar year 1998, beginning on January 15th) or who makes exchanges that
appear to coincide with an active market-timing strategy may be deemed to be
engaged in excessive trading. Accounts under common ownership or control will be
considered as one account for purposes of determining a pattern of excessive
trading. In addition, a TERM FUND may refuse or restrict purchase or exchange
requests by any person or group if, in the judgment of the Fund's management,
the Fund would be unable to invest the money effectively in accordance with its
investment objective and policies or could otherwise be adversely affected or if
the Fund receives or anticipates receiving simultaneous orders that may
significantly affect the Fund (e.g., amounts equal to 1% or more of the Fund's
total assets). If an exchange request is refused, the Fund will take no other
action with respect to the shares until it receives further instructions from
the investor. A TERM FUND may delay forwarding redemption proceeds for up to
seven days if the investor redeeming shares is engaged in excessive trading or
if the amount of the redemption request otherwise would be disruptive to
efficient portfolio management or would adversely affect the Fund. The Funds'
policy on excessive trading applies to investors who invest in the Funds
directly or through financial intermediaries, but does not apply to the Dreyfus
Auto-Exchange Privilege, to any automatic investment or withdrawal privilege
described herein, or to participants in employer-sponsored retirement plans.
During times of drastic economic or market conditions, a TERM FUND may
suspend Fund Exchanges temporarily without notice and treat exchange requests
based on their separate components--redemption orders with a simultaneous
request to purchase the other fund's shares. In such a case, the redemption
request would be processed at the Fund's next determined net asset value but the
purchase order would be effective only at the net asset value next determined
after the fund being purchased receives the proceeds of the redemption, which
may result in the purchase being delayed.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND IN EACH FUND'S
OFFICIAL SALES LITERATURE IN CONNECTION WITH THE OFFER OF SUCH FUND'S SHARES,
AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUNDS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER IN ANY STATE IN WHICH, OR TO ANY PERSON TO WHOM, SUCH
OFFERING MAY NOT LAWFULLY BE MADE.
<PAGE>
COMBINED PART B
(STATEMENT OF ADDITIONAL INFORMATION)
FOR
DREYFUS 100% U.S. TREASURY MONEY MARKET FUND
DREYFUS U.S. TREASURY SHORT TERM FUND
DREYFUS U.S. TREASURY INTERMEDIATE TERM FUND
DREYFUS U.S. TREASURY LONG TERM FUND
MAY 15, 1998
This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the current combined
Prospectus of Dreyfus 100% U.S. Treasury Money Market Fund (the "Money Market
Fund"), Dreyfus U.S. Treasury Short Term Fund (the "Short Term Fund"), Dreyfus
U.S. Treasury Intermediate Term Fund (the "Intermediate Term Fund") and Dreyfus
U.S. Treasury Long Term Fund (the "Long Term Fund," and together with the Short
Term Fund and Intermediate Term Fund, the "Term Funds") (collectively, the
"Funds"), dated May 15, 1998 as it may be revised from time to time. To obtain a
copy of the Funds' combined Prospectus, please write to the Funds at 144 Glenn
Curtiss Boulevard, Uniondale, New York 11556-0144, or call the following
numbers:
Call Toll Free 1-800-645-6561
In New York City -- Call 1-718-895-1206
Outside the U.S. -- Call 516-794-5452
The Dreyfus Corporation (the "Manager") serves as each Fund's investment
adviser.
Premier Mutual Fund Services, Inc. (the "Distributor") is the distributor
of each Fund's shares.
Each Fund is a separate Massachusetts business trust with a separate
portfolio. The operations and investment results of one Fund are unrelated to
those of each other Fund. This combined Statement of Additional Information has
been prepared for the convenience of investors to provide investors the
opportunity to consider four investment choices in one document.
TABLE OF CONTENTS
PAGE
Investment Objective and Management Policies....................... B-2
Management of the Funds............................................ B-9
Management Agreements.............................................. B-14
Purchase of Shares................................................. B-17
Shareholder Services Plan.......................................... B-17
Redemption of Shares............................................... B-18
Determination of Net Asset Value................................... B-20
Shareholder Services............................................... B-22
Portfolio Transactions............................................. B-25
Dividends, Distributions and Taxes................................. B-25
Yield and Performance Information ................................. B-27
Information About the Funds........................................ B-30
Transfer and Dividend Disbursing Agent, Custodian,
Counsel and Independent Auditors................................. B-31
Financial Statements and Reports of Independent Auditors........... B-32
INVESTMENT OBJECTIVE AND MANAGEMENT POLICIES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTIONS IN THE PROSPECTUS ENTITLED "DESCRIPTION OF THE FUNDS" AND
"APPENDIX."
PORTFOLIO SECURITIES
REPURCHASE AGREEMENTS. (Term Funds) A Term Fund's custodian or
sub-custodian will have custody of, and will hold in a segregated account,
securities acquired by the Term Fund under a repurchase agreement. Repurchase
agreements are considered by the staff of the Securities and Exchange Commission
to be loans by the Fund that enters into them. In an attempt to reduce the risk
of incurring a loss on a repurchase agreement, each Term Fund will enter into
repurchase agreements only with domestic banks with total assets in excess of $1
billion, or primary government securities dealers reporting to the Federal
Reserve Bank of New York, with respect to securities of the type in which the
Term Fund may invest, and will require that additional securities be deposited
with it if the value of the securities purchased should be decreased below
resale price.
MANAGEMENT POLICIES
DERIVATIVES. (Intermediate Term Fund and Long Term Fund) Each of the
Intermediate Term Fund and Long Term Fund may invest in, or enter into,
Derivatives (as defined in the Funds' Prospectus) for a variety of reasons,
including to hedge certain market risks, to provide a substitute for purchasing
or selling particular securities, to manage the effective maturity or duration
of the Fund, to maintain liquidity while simulating full investment by the Fund,
or to increase potential income gain. Derivatives may provide a cheaper, quicker
or more specifically focused way for the Fund to invest than "traditional"
securities would.
Derivatives may be purchased on established exchanges or through privately
negotiated transactions referred to as over-the-counter Derivatives.
Exchange-traded Derivatives generally are guaranteed by the clearing agency
which is the issuer or counterparty to such Derivatives. This guarantee usually
is supported by a daily payment system (i.e., variation margin requirements)
operated by the clearing agency in order to reduce overall credit risk. As a
result, unless the clearing agency defaults, there is relatively little
counterparty credit risk associated with Derivatives purchased on an exchange.
By contrast, no clearing agency guarantees over-the-counter Derivatives.
Therefore, each party to an over-the-counter Derivative bears the risk that the
counterparty will default. Accordingly, the Manager will consider the
creditworthiness of counterparties to over-the-counter Derivatives in the same
manner as it would review the credit quality of a security to be purchased by
the Fund. Over- the-counter Derivatives are less liquid than exchange-traded
Derivatives since the other party to the transaction may be the only investor
with sufficient understanding of the Derivative to be interested in bidding for
it.
FUTURES TRANSACTIONS. Each of the Intermediate Term Fund and Long Term Fund may
purchase and sell interest rate futures contracts. An interest rate future
obligates the Fund to purchase or sell an amount of a specific debt security at
a future date at a specific price. Engaging in these transactions involves risk
of loss to the Fund which could adversely affect the value of the Fund's net
assets. Although each Fund intends to purchase or sell futures contracts only if
there is an active market for such contracts, no assurance can be given that a
liquid market will exist for any particular contract at any particular time.
Many futures exchanges and boards of trade limit the amount of fluctuation
permitted in futures contract prices during a single trading day. Once the daily
limit has been reached in a particular contract, no trades may be made that day
at a price beyond that limit or trading may be suspended for specified periods
during the trading day. Futures contract prices could move to the limit for
several consecutive trading days with little or no trading, thereby preventing
prompt liquidation of futures positions and potentially subjecting the Fund to
substantial losses.
Successful use of futures by the Fund also is subject to the ability of the
Manager to predict correctly movements in the direction of the relevant market,
and, to the extent the transaction is entered into for hedging purposes, to
ascertain the appropriate correlation between the transaction being hedged and
the price movements of the futures contract. For example, if the Fund uses
futures to hedge against the possibility of a decline in the market value of
securities held in its portfolio and the prices of such securities instead
increase, the Fund will lose part or all of the benefit of the increased value
of securities which it has hedged because it will have offsetting losses in its
futures positions. Furthermore, if in such circumstances the Fund has
insufficient cash, it may have to sell securities to meet daily variation margin
requirements. The Fund may have to sell such securities at a time when it may be
disadvantageous to do so.
Pursuant to regulations and/or published positions of the Securities and
Exchange Commission, the Fund may be required to segregate permissible liquid
assets in connection with its commodities transactions in an amount generally
equal to the value of the underlying commodity. The segregation of such assets
will have the effect of limiting the Fund's ability otherwise to invest those
assets.
OPTIONS. Each of the Intermediate Term Fund and Long Term Fund may purchase and
write (i.e., sell) call or put options with respect to specific securities. A
call option gives the purchaser of the option the right to buy, and obligates
the writer to sell, the underlying security or securities at the exercise price
at any time during the option period, or at a specific date. Conversely, a put
option gives the purchaser of the option the right to sell, and obligates the
writer to buy, the underlying security or securities at the exercise price at
any time during the option period, or at a specific date.
A covered call option written by the Fund is a call option with respect to
which the Fund owns the underlying security or otherwise covers the transaction
by segregating cash or other securities. A put option written by the Fund is
covered when, among other things, cash or liquid securities having a value equal
to or greater than the exercise price of the option are placed in a segregated
account to fulfill the obligation undertaken. The principal reason for writing
covered call and put options is to realize, through the receipt of premiums, a
greater return than would be realized on the underlying securities alone. The
Fund receives a premium from writing covered call or put options which it
retains whether or not the option is exercised.
There is no assurance that sufficient trading interest to create a liquid
secondary market on a securities exchange will exist for any particular option
or at any particular time, and for some options no such secondary market may
exist. A liquid secondary market in an option may cease to exist for a variety
of reasons. In the past, for example, higher than anticipated trading activity
or order flow, or other unforeseen events, at times have rendered certain of the
clearing facilities inadequate and resulted in the institution of special
procedures, such as trading rotations, restrictions on certain types of orders
or trading halts or suspensions in one or more options. There can be no
assurance that similar events, or events that may otherwise interfere with the
timely execution of customers' orders, will not recur. In such event, it might
not be possible to effect closing transactions in particular options. If, as a
covered call option writer, the Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or it delivers the underlying security upon
exercise or it otherwise covers its position.
Each of the Intermediate Term Fund and Long Term Fund may purchase
cash-settled options on interest rate swaps in pursuit of its investment
objective. Interest rate swaps involve the exchange by the Fund with another
party of their respective commitments to pay or receive interest (for example,
an exchange of floating-rate payments for fixed-rate payments). A cash- settled
option on a swap gives the purchaser the right, but not the obligation, in
return for the premium paid, to receive an amount of cash equal to the value of
the underlying swap as of the exercise date. These options typically are
purchased in privately negotiated transactions from financial institutions,
including securities brokerage firms.
Successful use by the Fund of options will be subject to the Manager's
ability to predict correctly movements in interest rates and the prices of
securities underlying options. To the extent the Manager's predictions are
incorrect, the Fund may incur losses.
FUTURE DEVELOPMENTS. (Intermediate Term Fund and Long Term Fund) Each of
the Intermediate Term Fund and Long Term Fund may take advantage of
opportunities in the area of options and futures contracts and options on
futures contracts and any other Derivatives which are not presently contemplated
for use by the Fund or which are not currently available but which may be
developed, to the extent such opportunities are both consistent with the Fund's
investment objective and legally permissible for the Fund. Before entering into
such transactions or making any such investment, the Fund will provide
appropriate disclosure in its Prospectus or Statement of Additional Information.
LENDING PORTFOLIO SECURITIES. (Intermediate Term Fund and Long Term Fund)
In connection with its securities lending transactions, each of the Intermediate
Term Fund and Long Term Fund may return to the borrower or a third party which
is unaffiliated with the Fund, and which is acting as a "placing broker," a part
of the interest earned from the investment of collateral received for securities
loaned.
The Securities and Exchange Commission currently requires that the
following conditions must be met whenever portfolio securities are loaned: (1)
the Fund must receive at least 100% cash collateral from the borrower; (2) the
borrower must increase such collateral whenever the market value of the
securities rises above the level of such collateral; (3) the Fund must be able
to terminate the loan at any time; (4) the Fund must receive reasonable interest
on the loan, as well as any dividends, interest or other distributions payable
on the loaned securities, and any increase in market value; and (5) the Fund may
pay only reasonable custodian fees in connection with the loan.
FORWARD COMMITMENTS. (All Funds) U.S. Treasury securities and certain other
securities purchased by a Fund frequently are offered on a when-issued basis,
which means that the price is fixed at the time of commitment, but delivery and
payment ordinarily take place a number of days after the date of the commitment
to purchase. A Fund will commit to purchase such securities only with the
intention of actually acquiring the securities, but the Fund may sell these
securities before the settlement date if it is deemed advisable. A Fund will not
accrue income in respect of a security purchased on a when-issued basis prior to
its stated delivery date.
Securities purchased on a when-issued basis are subject to changes in value
(both generally changing in the same way, i.e., appreciating when interest rates
decline and depreciating when interest rates rise) based upon changes, real or
anticipated, in the level of interest rates. Securities purchased on a
when-issued basis may expose a Fund to risk because they may experience such
fluctuations prior to their actual delivery. Purchasing securities on a
when-issued basis can involve the additional risk that the yield available in
the market when the delivery takes place actually may be higher than that
obtained in the transaction itself. Each Fund will set aside in a segregated
account permissible liquid assets at least equal at all times to the amount of
the when-issued commitments. Purchasing securities on a when-issued basis when a
Fund is fully or almost fully invested may result in greater potential
fluctuation in the value of such Fund's net assets and its net asset value per
share.
INVESTMENT RESTRICTIONS
MONEY MARKET FUND ONLY. The Money Market Fund has adopted investment
restrictions numbered 1 through 6 as fundamental policies, which cannot be
changed without approval by the holders of a majority (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Money Market
Fund's outstanding voting shares. Investment restrictions numbered 7 and 8 are
not fundamental policies and may be changed by vote of a majority of the Fund's
Board members at any time. The Money Market Fund may not:
1. Sell securities short or purchase securities on margin or write or
purchase put or call options or combinations thereof.
2. Underwrite the securities of other issuers or purchase securities
subject to restrictions on disposition under the Securities Act of 1933 (so
called "restricted securities").
3. Make loans to others except through the purchase of debt
obligations referred to in the Prospectus.
4. Issue any senior security (as such term is defined in Section 18(f)
of the 1940 Act), except to the extent permitted under the 1940 Act.
5. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
6. Borrow money, except from banks for temporary or emergency (not
leveraging) purposes in an amount up to 15% of the value of the Fund's total
assets (including the amount borrowed) valued at the lesser of cost or market,
less liabilities (not including the amount borrowed) at the time the borrowing
is made. While borrowings exceed 5% of the value of the Fund's total assets, the
Fund will not make any additional investments.
7. Purchase securities other than those believed at the time of
purchase to provide the holder thereof with interest income exempt from state
and local income taxes.
8. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
* * *
SHORT TERM FUND ONLY. The Short Term Fund has adopted investment
restrictions numbered 1 through 6 as fundamental policies, which cannot be
changed without approval by the holders of a majority (as defined in the 1940
Act) of the Short Term Fund's outstanding voting shares. Investment restrictions
numbered 7 through 9 are not fundamental policies and may be changed by vote of
a majority of the Fund's Board members at any time. The Short Term Fund may not:
1. Purchase securities on margin, or write or purchase put or call
options or combinations thereof.
2. Underwrite the securities of other issuers, except to the extent
the Fund may be deemed an underwriter under the Securities Act of 1933, as
amended, by virtue of disposing of portfolio securities, or purchase securities
subject to restrictions on disposition under the Securities Act of 1933, as
amended (so called "restricted securities").
3. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus or the entry into repurchase
agreements.
4. Issue any senior security (as such term is defined in Section 18(f)
of the 1940 Act), except to the extent permitted under the 1940 Act.
5. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests.
6. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of the
Fund's assets).
7. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings and to the extent
related to the deposit of assets in escrow in connection with the purchase of
securities on a when-issued or delayed-delivery basis.
8. Sell securities short.
9. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
* * *
INTERMEDIATE TERM FUND AND LONG TERM FUND. Each of the Intermediate Term
Fund and Long Term Fund has adopted investment restrictions numbered 1 through 6
as fundamental policies, which cannot be changed, as to a Fund, without approval
by the holders of a majority (as defined in the 1940 Act) of such Fund's
outstanding voting shares. Investment restrictions numbered 7 through 9 are not
fundamental policies and may be changed by vote of a majority of the Fund's
Board members at any time. Neither of these Funds may:
1. Purchase securities on margin, but the Fund may make margin deposits
in connection with transactions in options, forward contracts, futures
contracts, including those related to indexes, and options on futures contracts
or indexes.
2. Underwrite the securities of other issuers, except to the extent the
Fund may be deemed an underwriter under the Securities Act of 1933, as amended,
by virtue of disposing of portfolio securities, or purchase securities subject
to restrictions on disposition under the Securities Act of 1933, as amended (so
called "restricted securities").
3. Make loans to others, except through the purchase of debt
obligations referred to in the Prospectus or the entry into repurchase
agreements. However, the Fund may lend its portfolio securities to the extent
permitted under the 1940 Act (which currently permits lending portfolio
securities in an amount not to exceed 33-1/3% of the value of the Fund's total
assets). Any loans of portfolio securities will be made according to guidelines
established by the Securities and Exchange Commission and the Fund's Board.
4. Issue any senior security (as such term is defined in Section 18(f)
of the 1940 Act), except to the extent that the activities permitted in
Investment Restriction Nos. 5, 6 and 7 may be deemed to give rise to a senior
security.
5. Purchase or sell real estate, real estate investment trust
securities, commodities, or oil and gas interests, provided that the Fund may
purchase and sell securities that are secured by real estate or issued by
companies that invest or deal in real estate or acquire real estate as a result
of ownership of such securities or instruments, and provided further that the
Fund may purchase and sell options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or
indexes.
6. Borrow money, except to the extent permitted under the 1940 Act
(which currently limits borrowing to no more than 33-1/3% of the value of the
Fund's assets). For purposes of this Investment Restriction, the entry into
options, forward contracts, futures contracts, including those relating to
indexes, and options on futures contracts or indexes shall not constitute
borrowing.
7. Pledge, hypothecate, mortgage or otherwise encumber its assets,
except to the extent necessary to secure permitted borrowings and to the extent
related to the deposit of assets in escrow in connection with the purchase of
securities on a when-issued or delayed- delivery basis and collateral and
initial or variation margin arrangements with respect to options, forward
contracts, futures contracts, including those related to indexes, and options on
futures contracts or indexes.
8. Sell securities short.
9. Invest in securities of other investment companies, except as they
may be acquired as part of a merger, consolidation or acquisition of assets.
* * *
If a percentage restriction is adhered to at the time of investment, a
later increase in percentage resulting from a change in values or assets will
not constitute a violation of that restriction.
Each Fund may make commitments more restrictive than the restrictions
listed above so as to permit the sale of Fund shares in certain states. Should a
Fund determine that a commitment is no longer in the best interests of such Fund
and its investors, the Fund reserves the right to revoke the commitment by
terminating the sale of its shares in the state involved.
MANAGEMENT OF THE FUNDS
Board members and officers of the Funds, together with information as to
their principal business occupations during at least the last five years, are
shown below. Each Board member who is deemed to be an "interested person" of the
Funds, as defined in the 1940 Act, is indicated by an asterisk.
BOARD MEMBERS OF EACH FUND
JOSEPH S. DiMARTINO, CHAIRMAN OF THE BOARD. Since January 1995, Chairman of
the Board of various funds in the Dreyfus Family of Funds. He also is a
director of The Muscular Dystrophy Association, The Noel Group, Inc., a
venture capital company (for which, from February 1995 until November
1997, he was Chairman of the Board), Staffing Resources, Inc., a
temporary placement agency, HealthPlan Services Corporation, a provider
of marketing, administrative and risk management services to health and
other benefit programs, Carlyle Industries, Inc. (formerly, Belding
Heminway Company, Inc.), a button packager and distributor, and Century
Business Services, Inc. (formerly, International Alliance Services,
Inc.), a provider of various outsourcing functions for small to medium
sized companies. For more than five years prior to January 1995, he was
President, a director and, until August 1994, Chief Operating Officer
of the Manager and Executive Vice President and a director of Dreyfus
Service Corporation, a wholly-owned subsidiary of the Manager and,
until August 24, 1994, the Funds' distributor. From August 1994 until
December 31, 1994, he was a director of Mellon Bank Corporation. He is
54 years old and his address is 200 Park Avenue, New York, New York
10166.
GORDON J. DAVIS, BOARD MEMBER. Since October 1994, senior partner with the law
firm of LeBoeuf, Lamb, Greene & MacRae. From 1983 to September 1994, he
was a senior partner with the law firm of Lord Day & Lord, Barrett
Smith. From 1978 to 1983, he was Commissioner of Parks and Recreation
for the City of New York. He also is a director of Consolidated Edison,
a utility company, and Phoenix Home Life Insurance Company and a member
of various other corporate and not-for-profit boards. He is 56 years
old and his address is 241 Central Park West, New York, New York 10024.
DAVID P. FELDMAN, BOARD MEMBER. Trustee of Corporate Property Investors, a
real estate investment company, and a director of several mutual funds
in the 59 Wall Street Mutual Funds Group and Jeffrey Company, a private
investment company. He was employed by AT&T from July 1961 to his
retirement in April 1997, most recently serving as Chairman and Chief
Executive Officer of AT&T Investment Management Corporation. He is 58
years old and his address is c/o AT&T, One Oak Way, Berkeley Heights,
New Jersey 07922.
LYNN MARTIN, BOARD MEMBER. Professor, J.L. Kellogg Graduate School of
Management, Northwestern University. During the Spring Semester 1993,
she was a Visiting Fellow at the Institute of Politics, Kennedy School
of Government, Harvard University. She also is an advisor to the
international accounting firm of Deloitte & Touche, LLP and chair of
its Council for the Advancement of Women. From January 1991 through
January 1993, Ms. Martin served as Secretary of the United States
Department of Labor. From 1981 to 1991, she served in the United States
House of Representatives as a Congresswoman from the State of Illinois.
She also is a director of Harcourt General, Inc., Ameritech, Ryder
System, Inc., The Proctor & Gamble Co., a consumer company, and TRW,
Inc., an aerospace and automotive equipment company. She is 58 years
old and her address is c/o Deloitte & Touche, LLP, Two Prudential
Plaza, 180 N. Stetson Avenue, Chicago, Illinois 60601.
DANIEL ROSE, BOARD MEMBER. President and Chief Executive Officer of Rose
Associates, Inc., a New York based real estate development and
management firm. In July 1994, Mr. Rose received a Presidential
appointment to serve as a Director of the Baltic-American Enterprise
Fund, which will make equity investments and loans, and provide
technical business assistance to new business concerns in the Baltic
states. He also is Chairman of the Housing Committee of the Real Estate
Board of New York, Inc., and a trustee of Corporate Property Investors,
a real estate investment company. He is 68 years old and his address is
c/o Rose Associates, Inc., 200 Madison Avenue, New York, New York
10016.
*PHILIP L. TOIA, BOARD MEMBER. Retired. Mr. Toia was employed by the Manager
from August 1986 through January 1997, most recently serving as Vice
Chairman-- Administration and Operations. He is 65 years old and his
address is 9022 Michael Circle, Naples, Florida 34113.
SANDER VANOCUR, BOARD MEMBER. Since January 1992, he has been President of Old
Owl Communications, a full-service communications firm. From May 1995
to June 1996, he was a Professional in Residence at the Freedom Forum
in Arlington, VA; from January 1994 to May 1995, he served as Visiting
Professional Scholar at the Freedom Forum Amendment Center at
Vanderbilt University; and from November 1989 to November 1995, he was
a director of the Damon Runyon-Walter Winchell Cancer Research Fund.
From June 1977 to December 1991, he was a Senior Correspondent of ABC
News and, from October 1986 to December 1991, he was Anchor of the ABC
News program "Business World," a weekly business program on the ABC
television network. He is 70 years old and his address is 2928 P
Street, N.W., Washington, DC 20007.
ANNE WEXLER, BOARD MEMBER. Chairman of the Wexler Group, consultants
specializing in government relations and public affairs. She also is a
director of Alumax, Comcast Corporation, The New England Electric
System, NOVA Corporation and a member of the board of the Carter Center
of Emory University, the Council of Foreign Relations, the National
Park Foundation, Visiting Committee of the John F. Kennedy School of
Government at Harvard University and the Economic Club of Washington.
She is 68 years old and her address is c/o The Wexler Group, 1317 F
Street, Suite 600, N.W., Washington, DC 20004.
REX WILDER, BOARD MEMBER. Financial Consultant. He is 77 years old and his
address is 290 Riverside Drive, New York, New York 10025.
For so long as a Fund's Shareholder Services Plan described in the section
captioned "Shareholder Services Plan" remains in effect, the Fund's Board
members who are not "interested persons" of the Fund, as defined in the 1940
Act, will be selected and nominated by the Board members who are not "interested
persons" of the Fund.
No meetings of shareholders of a Fund will be held for the purpose of
electing Board members unless and until such time as less than a majority of the
Board members holding office have been elected by shareholders, at which time
the Board members then in office will call a shareholders' meeting for the
election of Board members of such Fund. Under the 1940 Act, shareholders of
record of not less than two-thirds of the outstanding shares of the Fund may
emove a Board member through a declaration in writing or by vote cast in person
or by proxy at a meeting called for that purpose. The Board members are required
to call a meeting of shareholders for the purpose of voting upon the question of
removal of any such Board member when requested in writing to do so by the
shareholders of record of not less than 10% of the Fund's outstanding shares.
Each Fund typically pays its Board members an annual retainer and a per
meeting fee and reimburses them for their expenses. The Chairman of the Board
receives an additional 25% of such compensation. Emeritus Board members are
entitled to receive an annual retainer and per meeting fee of one-half the
amount paid to them as Board members. For the fiscal year ended December 31,
1997, the aggregate amount of compensation paid to each Board member by the
Funds and all other funds in the Dreyfus Family of Funds for which such person
is a Board member (the number of which is set forth in parenthesis next to each
Board member's total compensation) were as follows:
Total
Compensation from
Aggregate Aggregate Funds and Fund
Compensation from Compensation Complex Paid to
Name of Board Monwy Market Fund* from Term Fund* Board Member
Member
Gordon J. Davis $7,000 $11,250 $97,375 (23)
Joseph S. DiMartino $8,750 $14,064 $597,128 (96)
David P. Feldman $7,000 $11,250 $129,375 (25)
Lynn Martin $7,000 $11,250 $41,875 (11)
Eugene McCarthy+ $2,750 $4,500 $18,188 (11)
Daniel Rose $7,000 $11,250 $76,375 (21)
Philip L. Toia++ $7,000 $11,250 $30,344 (11)
Sander Vanocur $7,000 $11,250 $87,125 (21)
Anne Wexler $6,500 $10,500 $68,625 (15)
Rex Wilder $7,000 $11,250 $45,625 (11)
------------------------
* Amount does not include reimbursed expenses for attending Board
meetings, which amounted to $2,456, $1,086, $1,094 and $1,036 for the
Money Market Fund, Short Term Fund, Intermediate Term Fund and Long
Term Fund, respectively, for all Board members as a group.
+ Board member Emeritus since March 29, 1996.
++ Board member as of February 3, 1997.
OFFICERS OF THE FUNDS
MARIE E. CONNOLLY, PRESIDENT AND TREASURER. President, Chief Executive
Officer, Chief Compliance Officer and a director of the Distributor and
Funds Distributor, Inc., the ultimate parent of which is Boston
Institutional Group, Inc., and an officer of other investment companies
advised or administered by the Manager. She is 40 years old.
MICHAEL S. PETRUCELLI, VICE PRESIDENT, ASSISTANT TREASURER AND ASSISTANT
SECRETARY. Senior Vice President of Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From December 1989 through November 1996, he was employed by
GE Investments where he held various financial, business development
and compliance positions. He also served as Treasurer of the GE Funds
and as a director of GE Investment Services. He is 36 years old.
RICHARD W. INGRAM, VICE PRESIDENT AND ASSISTANT TREASURER. Executive Vice
President of the Distributor and Funds Distributor, Inc., and an
officer of other investment companies advised or administered by the
Manager. From March 1994 to November 1995, he was Vice President and
Division Manager for First Data Investor Services Group. From 1989 to
1994, he was Vice President, Assistant Treasurer and Tax Director --
Mutual Funds at The Boston Company, Inc. He is 42 years old.
MARY A. NELSON, VICE PRESIDENT AND ASSISTANT TREASURER. Vice President of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
September 1989 to July 1994, she was an Assistant Vice President and
Client Manager for The Boston Company, Inc. She is 33 years old.
JOSEPH F. TOWER, III, VICE PRESIDENT AND ASSISTANT TREASURER. Senior Vice
President, Treasurer, Chief Financial Officer and a director of the
Distributor and Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From July
1988 to August 1994, he was employed by The Boston Company, Inc. where
he held various management positions in the Corporate Finance and
Treasury areas. He is 34 years old.
DOUGLAS C. CONROY, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice
President of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From April
1993 to January 1995, he was a Senior Fund Accountant for Investors
Bank & Trust Company. From December 1991 to March 1993, he was employed
as a Fund Accountant at The Boston Company, Inc. He is 28 years old.
CHRISTOPHER J. KELLEY, VICE PRESIDENT AND ASSISTANT SECRETARY. Vice President
and Senior Associate General Counsel of the Distributor and Funds
Distributor, Inc., and an officer of other investment companies advised
or administered by the Manager. From April 1994 to July 1996, he was
Assistant Counsel at Forum Financial Group. From October 1992 to March
1994, he was employed by Putnam Investments in legal and compliance
capacities. He is 33 years old.
KATHLEEN K. MORRISEY, VICE PRESIDENT AND ASSISTANT SECRETARY. Vice President and
Assistant Secretary of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by the Manager. From
July 1994 to November 1995, she was a Fund Accountant for Investors
Bank & Trust Company. She is 25 years old.
ELBA VASQUEZ, VICE PRESIDENT AND ASSISTANT SECRETARY. Assistant Vice President
of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by the Manager. From March 1990 to
May 1996, she was employed by U.S. Trust Company of New York, where she
held various sales and marketing positions. She is 36 years old.
The address of each officer of the Fund is 200 Park Avenue, New York, New
York 10166.
The Fund's Board members and the officers, as a group, owned less than 1%
of each Fund's shares outstanding on April 1, 1998.
MANAGEMENT AGREEMENTS
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PROSPECTUS ENTITLED "MANAGEMENT OF THE FUNDS."
The Manager provides management services pursuant to a separate Management
Agreement (the "Agreement") with each Fund dated August 24, 1994. As to each
Fund, the Agreement is subject to annual approval by (i) the Fund's Board or
(ii) vote of a majority (as defined in the 1940 Act) of such Fund's outstanding
voting securities, provided that in either event the continuance also is
approved by a majority of the Board members who are not "interested persons" (as
defined in the 1940 Act) of such Fund or the Manager, by vote cast in person at
a meeting called for the purpose of voting such approval. Each Agreement was
approved by the respective Fund's shareholders on August 3, 1994, and was last
approved by the Fund's Board, including a majority of the Board members who are
not "interested persons" of any party to this Agreement, at a meeting held on
October 22, 1997. As to each Fund, the Agreement is terminable without penalty,
on 60 days' notice, by the Fund's Board or by vote of the holders of a majority
of such Fund's shares, or, on not less than 90 days' notice, by the Manager. The
Agreement will terminate automatically, as to the relevant Fund, in the event of
its assignment (as defined in the 1940 Act).
The following persons are officers and/or directors of the Manager: W.
Keith Smith, Chairman of the Board; Christopher M. Condron, President, Chief
Executive Officer, Chief Operating Officer and a director; Stephen E. Canter,
Vice Chairman, Chief Investment Officer and a director; Lawrence S. Kash, Vice
Chairman--Distribution and a director; Ronald P. O'Hanley III, Vice Chairman; J.
David Officer, Vice Chairman; William T. Sandalls, Jr., Senior Vice President
and Chief Financial Officer; Mark N. Jacobs, Vice President, General Counsel and
Secretary; Patrice M. Kozlowski, Vice President--Corporate Communications; Mary
Beth Leibig, Vice President--Human Resources; Jeffrey N. Nachman, Vice
President--Mutual Fund Accounting; Andrew S. Wasser, Vice President--Information
Systems; William V. Healey, Assistant Secretary; and Mandell L. Berman, Burton
C. Borgelt, Frank V. Cahouet and Richard F. Syron, directors.
The Manager manages each Fund's portfolio of investments in accordance with
the stated policies of such Fund, subject to the approval of the Fund's Board.
The Manager is responsible for investment decisions, and provides each Fund with
portfolio managers who are authorized by the Fund's Board to execute purchases
and sales of securities. The Term Funds' portfolio managers are Gerald E.
Thunelius, Michael Hoeh, Roger King, Kevin McClintock and Matthew Olson. The
Money Market Fund's portfolio managers are Bernard W. Kiernan, Jr., Patricia A.
Larkin and Thomas S. Riordan. The Manager also maintains a research department
with a professional staff of portfolio managers and securities analysts who
provide research services for each Fund and for other funds advised by the
Manager.
The Manager maintains office facilities on behalf of each Fund, and
furnishes statistical and research data, clerical help, accounting, data
processing, bookkeeping and internal auditing and certain other required
services to each Fund. The Manager also may make such advertising and
promotional expenditures, using its own resources, as it from time to time deems
appropriate.
All expenses incurred in the operation of a Fund are borne by such Fund,
except to the extent specifically assumed by the Manager. The expenses borne by
each Fund include: organizational costs, taxes, interest, brokerage fees and
commissions, if any, fees of Board members who are not officers, directors,
employees or holders of 5% or more of the outstanding voting securities of the
Manager, Securities and Exchange Commission fees, state Blue Sky qualification
fees, advisory fees, charges of custodians, transfer and dividend disbursing
agents' fees, certain insurance premiums, industry association fees, outside
auditing and legal expenses, costs of independent pricing services, costs of
maintaining such Fund's existence, costs attributable to investor services
(including, without limitation, telephone and personnel expenses), costs of
shareholders' reports and meetings, costs of preparing and printing prospectuses
and statements of additional information for regulatory purposes and for
distribution to existing shareholders, and any extraordinary expenses.
As compensation for the Manager's services, the Money Market Fund has
agreed to pay the Manager a monthly management fee at the annual rate of .50 of
1% of the value of such Fund's average daily net assets and each Term Fund has
agreed to pay the Manager a monthly management fee at the annual rate of .60 of
1% of the value of such Fund's average daily net assets. The net management fees
paid by each Fund for the fiscal years ended December 31, 1995, 1996 and 1997
were as follows:
MONEY MARKET FUND
1995 1996 1997
---- ---- ----
Management $ 6,796,056 $6,308,947 $6,024,580
fee payable
Reduction due $ 0 $ 0 $ 0
to undertakings
Net management $ 6,796,056 $6,308,947 $6,024,580
fee paid
SHORT TERM FUND
1995 1996 1997
---- ---- ----
Management $ 1,080,895 $1,167,392 $1,086,726
fee payable
Reduction due $ 518,325 $ 524,729 $ 560,243
to undertakings
Net management $ 562,570 $ 642,663 $ 526,483
fee paid
INTERMEDIATE TERM FUND
1995 1996 1997
---- ---- ----
Management $ 1,107,741 $ 1,185,588 $1,115,847
fee payable
Reduction due $ 38,036 $ 266,266 $ 317,075
to undertakings
Net management $ 1,069,705 $ 919,322 $ 798,772
fee paid
LONG TERM FUND
1995 1996 1997
---- ---- ----
Management $ 802,498 $ 817,303 $ 772,520
fee payable
Reduction due $ 68,081 $ 254,540 $ 310,909
to undertakings
Net management $ 734,417 $ 562,763 $ 461,611
fee paid
The Manager has agreed that if, in any fiscal year, the aggregate expenses
of a Fund, exclusive of taxes, brokerage fees, interest on borrowings and (with
the prior written consent of the necessary state securities commissions)
extraordinary expenses, but including the management fee, exceed the expense
limitation of any state having jurisdiction over the Fund, such Fund may deduct
from the payment to be made to the Manager under the Agreement, or the Manager
will bear, such excess expense to the extent required by state law. Such
deduction or payment, if any, will be estimated daily, and reconciled and
effected or paid, as the case may be, on a monthly basis.
The aggregate of the fees payable to the Manager is not subject to
reduction as the value of a Fund's respective net assets increases.
PURCHASE OF SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PROSPECTUS ENTITLED "HOW TO BUY SHARES."
THE DISTRIBUTOR. The Distributor serves as each Fund's distributor on a
best efforts basis pursuant to separate agreements each of which is renewable
annually. The Distributor also acts as distributor for other funds in the
Dreyfus Family of Funds and for certain other investment companies.
DREYFUS TELETRANSFER PRIVILEGE. Dreyfus TELETRANSFER purchase orders may be
made at any time. Purchase orders received by 4:00 p.m., New York time, on any
business day that Dreyfus Transfer, Inc., the Fund's transfer and dividend
disbursing agent (the "Transfer Agent"), and the New York Stock Exchange are
open for business will be credited to the shareholder's Fund account on the next
bank business day following such purchase order. Purchase orders made after 4:00
p.m., New York time, on any business day the Transfer Agent and the New York
Stock Exchange are open for business, or orders made on Saturday, Sunday or any
Fund holiday (e.g., when the New York Stock Exchange is not open for business),
will be credited to the shareholder's Fund account on the second bank business
day following such purchase order. To qualify to use the TELETRANSFER Privilege,
the initial payment for purchase of the Fund shares must be drawn on, and
redemption proceeds paid to, the same bank and account as are designated on the
Account Application or Shareholder Services Form on file. If the proceeds of a
particular redemption are to be wired to an account at any other bank, the
request must be in writing and signature guaranteed. See "Redemption of
Shares--TELETRANSFER Privilege."
SHAREHOLDER SERVICES PLAN
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PROSPECTUS ENTITLED "SHAREHOLDER SERVICES PLAN."
Each Fund has adopted a Shareholder Services Plan (the "Plan") pursuant to
which each Fund reimburses Dreyfus Service Corporation for certain allocated
expenses of providing personal services and/or maintaining shareholder accounts.
The services provided may include personal services relating to shareholder
accounts, such as answering shareholder inquiries regarding the Fund and
providing reports and other information, and services related to the maintenance
of shareholder accounts.
A quarterly report of the amounts expended under the Plan, and the purposes
for which such expenditures were incurred, must be made to the relevant Fund's
Board for its review. In addition, the Plan provides that material amendments of
the Plan must be approved by the relevant Fund's Board, and by the Board members
who are not "interested persons" (as defined in the 1940 Act) of such Fund or
the Manager and have no direct or indirect financial interest in the operation
of the Plan, by vote cast in person at a meeting called for the purpose of
considering such amendments. The Plan is subject to annual approval by such vote
of the Board members cast in person at a meeting called for the purpose of
voting on the Plan. The Plan is terminable at any time by vote of a majority of
the Board members who are not "interested persons" and have no direct or
indirect financial interest in the operation of the Plan.
For the fiscal year ended December 31, 1997, the fees payable pursuant to
the Plan by the Money Market Fund, Short Term Fund, Intermediate Term Fund and
Long Term Fund amounted to $1,428,766, $452,803, $385,512 and $306,112,
respectively.
REDEMPTION OF SHARES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PROSPECTUS ENTITLED "HOW TO REDEEM SHARES."
CHECK REDEMPTION PRIVILEGE. Each Fund provides Redemption Checks ("Checks")
to investors automatically upon opening an account unless such investors
specifically refuse the Check Redemption Privilege by checking the applicable
"No" box on the Account Application. Checks will be sent only to the registered
owner(s) of the account and only to the address of record. The Check Redemption
Privilege may be established for an existing account by a separate signed
Shareholder Services Form. The Account Application or Shareholder Services Form
must be manually signed by the registered owner(s). Checks are drawn on the
investor's Fund account and may be made payable to the order of any person in
the amount of $500 or more. Dividends are earned until the Check clears. After
clearance, a copy of the Check will be returned to the investor. Investors
generally will be subject to the same rules and regulations that apply to
checking accounts, although election of this Privilege creates only a
shareholder- transfer agent relationship with the Transfer Agent.
If the amount of the Check is greater than the value of the shares in an
investor's account, the Check will be returned marked insufficient funds. Checks
should not be used to close an account.
WIRE REDEMPTION PRIVILEGE. By using this Privilege, the investor authorizes
the Transfer Agent to act on wire, telephone or letter redemption instructions
from any person representing himself or herself to be the investor and
reasonably believed by the Transfer Agent to be genuine. Ordinarily, the Fund
will initiate payment for shares redeemed pursuant to this Privilege on the next
business day after receipt by the Transfer Agent of a redemption request in
proper form. Redemption proceeds ($1,000 minimum) will be transferred by Federal
Reserve wire only to the commercial bank account specified by the investor on
the Account Application or Shareholder Services Form, or to a correspondent bank
if the investor's bank is not a member of the Federal Reserve Board. Fees
ordinarily are imposed by such bank and borne by the investor. Immediate
notification by the correspondent bank to the investor's bank is necessary to
avoid a delay in crediting the funds to the investor's bank account.
Investors with access to telegraphic equipment may wire redemption requests
to the Transfer Agent by employing the following transmittal code that may be
used for domestic or overseas transmissions:
Transfer Agent's
Transmittal Code Answer Back Sign
--------------------- ----------------------
144295 144295 TSSG PREP
Investors who do not have direct access to telegraphic equipment may have
the wire transmitted by contacting a TRT Cables operator at 1-800-654-7171, toll
free. Investors should advise the operator that the above transmittal code must
be used and should inform the operator of the Transfer Agent's answer back sign.
To change the commercial bank or account designated to receive wire
redemption proceeds, a written request must be sent to the Transfer Agent. This
request must be signed by each investor, with each signature guaranteed as
described below under "Share Certificates; Signatures."
DREYFUS TELETRANSFER PRIVILEGE. Investors should be aware that if they have
selected the Dreyfus TELETRANSFER Privilege, any request for a wire redemption
will be effected as a Dreyfus TELETRANSFER transaction through the Automated
Clearing House ("ACH") system unless more prompt transmittal specifically is
requested. Redemption proceeds will be on deposit in the investor's account at
an ACH member bank ordinarily two business days after receipt of the redemption
request. See "Purchase of Shares--Dreyfus TELETRANSFER Privilege."
SHARE CERTIFICATES; SIGNATURES. Any certificates representing Fund shares
to be redeemed must be submitted with the redemption request. Written redemption
requests must be signed by each investor, including each owner of a joint
account, and each signature must be guaranteed. Signatures on endorsed
certificates submitted for redemption also must be guaranteed. The Transfer
Agent has adopted standards and procedures pursuant to which signature
guarantees in proper form generally will be accepted from domestic banks,
brokers, dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations, as well as
from participants in the New York Stock Exchange Medallion Signature program,
the Securities Transfer Agents Medallion Program ("STAMP"), and the Stock
Exchanges Medallion Program. Guarantees must be signed by an authorized
signatory of the guarantor and "Signature-Guaranteed" must appear with the
signature. The Transfer Agent may request additional documentation from
corporations, executors, administrators, trustees or guardians, and may accept
other suitable verification arrangements from foreign investors, such as
consular verification. For more information with respect to
signature-guarantees, please call one of the telephone numbers listed on the
cover.
REDEMPTION COMMITMENT. The Funds have committed to pay in cash all
redemption requests by any investor of record, limited in amount during any
90-day period to the lesser of $250,000 or 1% of the value of each respective
Fund's net assets at the beginning of such period. Such commitment is
irrevocable without the prior approval of the Securities and Exchange
Commission. In the case of requests for redemption in excess of such amount, the
Fund's Board reserves the right to make payments in whole or in part in
securities or other assets of such Fund in case of an emergency or any time a
cash distribution would impair the liquidity of such Fund to the detriment of
the existing investors. In such event, the securities would be valued in the
same manner as such Fund's portfolio is valued. If the recipient sold such
securities, brokerage charges might be incurred.
SUSPENSION OF REDEMPTION. As to each Fund, the right of redemption may be
suspended or the date of payment postponed (a) during any period when the New
York Stock Exchange is closed (other than customary weekend and holiday
closings), (b) when trading in the markets such Fund ordinarily utilizes is
restricted, or when an emergency exists as determined by the Securities and
Exchange Commission so that disposal of such Fund's investments or determination
of its net asset value is not reasonably practicable, or (c) for such other
periods as the Securities and Exchange Commission by order may permit to protect
such Fund's investors.
DETERMINATION OF NET ASSET VALUE
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PROSPECTUS ENTITLED "HOW TO BUY SHARES."
AMORTIZED COST PRICING. THE INFORMATION CONTAINED IN THIS SECTION IS
APPLICABLE ONLY TO THE MONEY MARKET FUND. The valuation of the Money Market
Fund's portfolio securities is based upon their amortized cost, which does not
take into account unrealized capital gains or losses. This involves valuing an
instrument at its cost, and thereafter assuming a constant amortization to
maturity of any discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. While this method provides
certainty in valuation, it may result in periods during which value, as
determined by amortized cost, is higher or lower than the price the Fund would
receive if it sold the instrument.
The Board has established, as a particular responsibility within the
overall duty of care owed to the Money Market Fund's investors, procedures
reasonably designed to stabilize the Fund's price per share as computed for the
purpose of purchases and redemptions at $1.00. Such procedures include review of
the Fund's portfolio holdings by the Board members, at such intervals as they
deem appropriate, to determine whether the Fund's net asset value calculated by
using available market quotations or market equivalents deviates from $1.00 per
share based on amortized cost. In such review, investments for which market
quotations are readily available will be valued at the most recent bid price or
yield equivalent for such securities or for securities of comparable maturity,
quality and type, as obtained from one or more of the major market makers for
the securities to be valued. Other investments and assets will be valued at fair
value as determined by the Board members.
The extent of any deviation between the Money Market Fund's net asset value
based upon available market quotations or market equivalents and $1.00 per share
based on amortized cost will be examined by the Board. If such deviation exceeds
1/2 of 1%, the Board members will consider promptly what action, if any, will be
initiated. In the event the Board determines that a deviation exists which may
result in material dilution or other unfair results to investors or existing
investors, they have agreed to take such corrective action as they regard as
necessary and appropriate including: selling portfolio instruments prior to
maturity to realize capital gains or losses or to shorten average portfolio
maturity; paying distributions from capital or capital gains; redeeming shares
in kind; or establishing a net asset value per share by using available market
quotations or market equivalents.
VALUATION OF TERM FUND PORTFOLIO SECURITIES. Each Term Fund's investments
are valued each business day using available market quotations or at fair value
as determined by one or more independent pricing services (collectively, the
"Service") approved by the Fund's Board. The Service may use available market
quotations, employ electronic data processing techniques and/or a matrix system
to determine valuations. The Service's procedures are reviewed by the Fund's
officers under the general supervision of the Board. Expenses and fees,
including the management fee (reduced by the expense limitation, if any), are
accrued daily and are taken into account for the purpose of determining the net
asset value of Fund shares.
NEW YORK STOCK EXCHANGE CLOSINGS. The holidays (as observed) on which the
New York Stock Exchange is closed currently are: New Year's Day, Martin Luther
King Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
SHAREHOLDER SERVICES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PROSPECTUS ENTITLED "SHAREHOLDER SERVICES."
FUND EXCHANGES. Shares of funds purchased by exchange will be purchased on
the basis of relative net asset value per share as follows:
A. Exchanges for shares of funds that are offered without a sales
load will be made without a sales load.
B. Shares of funds purchased without a sales load may be
exchanged for shares of other funds sold with a sales load, and the
applicable sales load will be deducted.
C. Shares of funds purchased with a sales load may be exchanged
without a sales load for shares of other funds sold without a sales
load.
D. Shares of funds purchased with a sales load, shares of funds
acquired by a previous exchange from shares purchased with a sales
load, and additional shares acquired through reinvestment of dividends
or distributions of any such funds (collectively referred to herein
as "Purchased Shares") may be exchanged for shares of other funds sold
with a sales load (referred to herein as "Offered Shares"), provided
that, if the sales load applicable to the Offered Shares exceeds the
maximum sales load that could have been imposed in connection with the
Purchased Shares (at the time the Purchased Shares were acquired),
without giving effect to any reduced loads, the difference will be
deducted.
To accomplish an exchange under item D above, investors must notify the
Transfer Agent of their prior ownership of fund shares and their account number.
To request an exchange, an investor must give exchange instructions to the
Transfer Agent in writing or by telephone. The ability to issue exchange
instructions by telephone is given to all Fund shareholders automatically,
unless the investor checks the applicable "No" box on the Account Application,
indicating that the investor specifically refuses this privilege. By using the
Telephone Exchange Privilege, the investor authorizes the Transfer Agent to act
on telephonic instructions (including over The Dreyfus Touch(R) automated
telephone system) from any person representing himself or herself to be the
investor and reasonably believed by the Transfer Agent to be genuine. Telephone
exchanges may be subject to limitations as to the amount involved or number of
telephone exchanges permitted. Shares issued in certificate form are not
eligible for telephone exchange.
To establish a personal retirement plan by exchange, shares of the fund
being exchanged must have a value of at least the minimum initial investment
required for the fund into which the exchange is being made.
DREYFUS AUTO EXCHANGE PRIVILEGE. Dreyfus Auto-Exchange permits an investor
to purchase, in exchange for shares of a Fund, shares of another fund in the
Dreyfus Family of Funds. This Privilege is available only for existing accounts.
Shares will be exchanged on the basis of relative net asset value as described
above under "Fund Exchanges." Enrollment in or modification or cancellation of
this Privilege is effective three business days following notification by the
investor. An investor will be notified if his account falls below the amount
designated to be exchanged under this Privilege. In this case, an investor's
account will fall to zero unless additional investments are made in excess of
the designated amount prior to the next Auto-Exchange transaction. Shares held
under IRA and other retirement plans are eligible for this Privilege. Exchanges
of IRA shares may be made between IRA accounts and from regular accounts to IRA
accounts, but not from IRA accounts to regular accounts. With respect to all
other retirement accounts, exchanges may be made only among those accounts.
Fund Exchanges and the Dreyfus Auto-Exchange Privilege are available to
shareholders resident in any state in which shares of the fund being acquired
may legally be sold. Shares may be exchanged only between accounts having
identical names and other identifying designations.
Shareholder Services Forms and prospectuses of the other funds may be
obtained by calling 1-800-645-6561. The Fund reserves the right to reject any
exchange request in whole or in part. The Fund Exchanges service or the Dreyfus
Auto-Exchange Privilege may be modified or terminated at any time upon notice to
shareholders.
DREYFUS AUTOMATIC WITHDRAWAL PLAN. The Automatic Withdrawal Plan permits an
investor with a $5,000 minimum account to request withdrawal of a specified
dollar amount (minimum of $50) on either a monthly or quarterly basis.
Withdrawal payments are the proceeds from sales of Fund shares, not the yield on
the shares. If withdrawal payments exceed reinvested distributions, the
investor's shares will be reduced and eventually may be depleted. Automatic
Withdrawal may be terminated at any time by the investor, the Fund or the
Transfer Agent. Shares for which certificates have been issued may not be
redeemed through the Automatic Withdrawal Plan.
DREYFUS DIVIDEND SWEEP. Dreyfus Dividend Sweep allows investors to invest
automatically their dividends or dividends and capital gain distributions, if
any, in shares of another fund in the Dreyfus Family of Funds of which the
investor is a shareholder. Shares of other funds purchased pursuant to this
privilege will be purchased on the basis of relative net asset value per share
as follows:
A. Dividends and distributions paid by a fund may be invested
without imposition of a sales load in shares of other funds that are
offered without a sales load.
B. Dividends and distributions paid by a fund which does not
charge a sales load may be invested in shares of other funds sold
with a sales load, and the applicable load will be deducted.
C. Dividends and distributions paid by a fund which charges a
sales load may be invested in shares of other funds sold with a sales
load (referred to herein as "Offered Shares"), provided that, if the
sales load applicable to the Offered Shares exceeds the maximum sales
load charged by the fund from which dividends or distributions are
being swept, without giving effect to any reduced loads, the
difference will be deducted.
D. Dividends and distributions paid by a fund may be invested in
shares of other funds that impose a contingent deferred sales
charge ("CDSC") and the applicable CDSC, if any, will be imposed upon
redemption of such shares.
CORPORATE PENSION/PROFIT-SHARING AND PERSONAL RETIREMENT PLANS. Each Fund
makes available to corporations a variety of prototype pension and
profit-sharing plans including a 401(k) Salary Reduction Plan. In addition, each
Fund makes available Keogh Plans, IRAs (including regular IRAs, spousal IRAs for
a non-working spouse, Roth IRAs, Education IRAs, IRAs set up under a Simplified
Employee Pension Plan ("SEP-IRAs") and IRA "Rollover Accounts"), and 403(b)(7)
Plans. Plan support services also are available.
Investors who wish to purchase Fund shares in conjunction with a Keogh
Plan, a 403(b)(7) Plan or an IRA, including a SEP-IRA, may request from the
Distributor forms for adoption of such plans.
The entity acting as custodian for Keogh Plans, 403(b)(7) Plans or IRAs
may charge a fee, payment of which could require the liquidation of shares. All
fees charged are described in the appropriate form.
SHARES MAY BE PURCHASED IN CONNECTION WITH THESE PLANS ONLY BY DIRECT
REMITTANCE TO THE ENTITY ACTING AS CUSTODIAN. PURCHASES FOR THESE PLANS MAY NOT
BE MADE IN ADVANCE OF RECEIPT OF FUNDS.
The minimum initial investment for corporate plans, Salary Reduction Plans,
403(b)(7) Plans and SEP-IRAs with more than one participant, is $1,000 with no
minimum for subsequent purchases. The minimum initial investment is $750 for
Dreyfus-sponsored Keogh Plans, IRAs (including regular IRAs, spousal IRAs for a
non-working spouse, Roth IRAs, SEP-IRAs, and rollover IRAs) and 403(b)(7) Plans
with only one participant and $500 for Dreyfus-sponsored Education IRAs, with no
minimum for subsequent purchases.
The investor should read the prototype retirement plan and the appropriate
form of custodial agreement for further details on eligibility, service fees and
tax implications, and should consult a tax adviser.
PORTFOLIO TRANSACTIONS
Portfolio securities ordinarily are purchased from government securities
dealers or market makers for the securities. Usually no brokerage commissions
are paid by the Funds for such purchases and, to date, no brokerage commissions
have been paid by any Fund.
Transactions are allocated to various dealers by each Fund's portfolio
managers in their best judgment. The primary consideration is prompt and
effective execution of orders at the most favorable price. Subject to that
primary consideration, dealers may be selected for research, statistical or
other services to enable the Manager to supplement its own research and analysis
with the views and information of other securities firms and may be selected
based upon their sales of Fund shares.
Research services furnished by brokers through which a Fund effects
securities transactions may be used by the Manager in advising other funds it
advises and, conversely, research services furnished to the Manager by brokers
in connection with other funds the Manager advises may be used by the Manager in
advising a Fund. Although it is not possible to place a dollar value on these
services, it is the opinion of the Manager that the receipt and study of such
services from brokers should not reduce the overall expenses of its research
department.
DIVIDENDS, DISTRIBUTIONS AND TAXES
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PROSPECTUS ENTITLED "DIVIDENDS, DISTRIBUTIONS AND
TAXES."
Management of each Fund believes that the Fund has qualified for the fiscal
year ended December 31, 1997 as a "regulated investment company" under the
Internal Revenue Code of 1986, as amended (the "Code"). Each Fund intends to
continue to so qualify if such qualification is in the best interests of its
shareholders. As a regulated investment company, the Fund pays no Federal income
tax on net investment income and net realized capital gains to the extent that
such income and gains are distributed to shareholders. To qualify as a regulated
investment company, a Fund must distribute at least 90% of its net income
(consisting of net investment income and net short-term capital gain) to its
shareholders and meet certain asset diversification and other requirements. The
term "regulated investment company" does not imply the supervision of management
or investment practices or policies by any government agency.
The Code provides that if a shareholder holds shares of a Fund for six
months or less and has received a capital gain dividend with respect to such
shares, any loss incurred on the sale of such shares will be treated as
long-term capital loss to the extent of the capital gain dividend received. In
addition, any dividend or distribution paid shortly after an investor's purchase
may have the effect of reducing the aggregate net asset value of shares below
the cost of the investment. Such a distribution would be a return on investment
in an economic sense although taxable as stated in "Dividends, Distributions and
Taxes" in the Prospectus.
Ordinarily, gains and losses realized from portfolio transactions will be
treated as capital gain or loss. However, all or a portion of any gains realized
from the sale or other disposition of certain market discount bonds will be
treated as ordinary income under Section 1276 of the Code. In addition, all or a
portion of the gain realized by the Intermediate Term Fund or Long Term Fund
from engaging in "conversion transactions" may be treated as ordinary income
under Section 1258 of the Code. "Conversion transactions" are defined to include
certain forward, futures, option and straddle transactions, transactions
marketed or sold to produce capital gains, or transactions described in Treasury
regulations to be issued in the future.
Under Section 1256 of the Code, any gain or loss realized by the
Intermediate Term Fund or Long Term Fund from certain financial futures or
forward contracts and options transactions (other than those taxed under Section
988 of the Code) will be treated as 60% long-term capital gain or loss and 40%
short-term capital gain or loss. Gain or loss will arise upon the exercise or
lapse of such futures and options as well as from closing transactions. In
addition, any such contract or option remaining unexercised at the end of the
Fund's taxable year will be treated as sold for their then fair market value,
resulting in additional gain or loss to the Fund characterized in the manner
described above.
Offsetting positions held by the Intermediate Term Fund or Long Term Fund
involving certain futures or forward contracts or options transactions may be
considered, for tax purposes, to constitute "straddles." Straddles are defined
to include "offsetting positions" in actively traded personal property. The tax
treatment of straddles is governed by Sections 1092 and 1258 of the Code, which,
in certain circumstances, override or modify the provisions of Sections 988 and
1256 of the Code. As such, all or a portion of any short- or long-term capital
gain from certain straddle transactions may be recharacterized as ordinary
income.
If the Intermediate Term Fund or Long Term Fund was treated as entering
into straddles by reason of its engaging in certain futures or forward contracts
or options transactions, such straddles could be characterized as "mixed
straddles" if the futures or forward contracts or options transactions
comprising such straddles were governed by Section 1256 of the Code. The Fund
may make one or more elections with respect to "mixed straddles." Depending upon
which election is made, if any, the results to the Fund may differ. If no
election is made, to the extent the straddle rules apply to positions
established by the Fund, losses realized by the Fund will be deferred to the
extent of unrealized gain in any offsetting positions. Moreover, as a result of
the straddle and conversion transaction rules, short-term capital loss on
straddle positions may be recharacterized as long-term capital loss, and
long-term capital gain on straddle positions may be treated as short-term
capital gain or ordinary income.
The Taxpayer Relief Act of 1997 included constructive sale provisions that
generally will apply if the Intermediate Term Fund or Long Term Fund either (1)
holds an appreciated financial position with respect to stock, certain debt
obligations, or partnership interests ("appreciated financial position") and
then enters into a short sale, futures or forward contract or offsetting
notional principal contract (collectively, a "Contract") with respect to the
same or substantially identical property or (2) holds an appreciated financial
position that is a Contract and then acquires property that is the same as, or
substantially identical to, the underlying property. In each instance, with
certain exceptions, the Fund generally will be taxed as if the appreciated
financial position were sold at its fair market value on the date the Fund
enters into the financial position or acquires the property, respectively.
Transactions that are identified hedging or straddle transactions under other
provisions of the Code can be subject to the constructive sale provisions.
Investment by a Term Fund in securities issued or acquired at a discount,
or providing for deferred interest or for payment of interest in the form of
additional obligations could under special tax rules, affect the amount, timing
and character of distributions to shareholders by causing the Fund to recognize
income prior to the receipt of cash payments. For example, the Term Fund could
be required to accrue a portion of the discount (or deemed discount) at which
the securities were issued each year and to distribute such income in order to
maintain its qualification as a regulated investment company. In such case, the
Term Fund may have to dispose of securities which it might otherwise have
continued to hold in order to generate cash to satisfy these distribution
requirements.
YIELD AND PERFORMANCE INFORMATION
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PROSPECTUS ENTITLED "YIELD AND PERFORMANCE INFORMATION."
MONEY MARKET FUND. For the seven-day period ended December 31, 1997, the
Money Market Fund's yield was 4.62% and effective yield was 4.73%. Yield is
computed in accordance with a standardized method which involves determining the
net change in the value of a hypothetical pre-existing Fund account having a
balance of one share at the beginning of a seven calendar day period for which
yield is to be quoted, dividing the net change by the value of the account at
the beginning of the period to obtain the base period return, and annualizing
the results (i.e., multiplying the base period return by 365/7). The net change
in the value of the account reflects the value of additional shares purchased
with dividends declared on the original share and any such additional shares and
fees that may be charged to investor accounts, in proportion to the length of
the base period and the Fund's average account size, but does not include
realized gains and losses or unrealized appreciation and depreciation. Effective
yield is computed by adding 1 to the base period return (calculated as described
above), raising that sum to a power equal to 365 divided by 7, and subtracting 1
from the result.
TERM FUNDS. The Short Term Fund's, Intermediate Term Fund's and Long Term
Fund's current yield for the 30-day period ended December 31, 1997 was 4.81%,
4.95% and 5.09%, respectively. These yields reflect the waiver of a portion of
the management fee charged each Term Fund, without which the Short Term Fund's,
Intermediate Term Fund's and Long Term Fund's yield for the 30-day period ended
December 31, 1997 would have been 5.13%, 5.11% and 5.30%, respectively. See
"Management of the Funds" in the Prospectus. Although the Long Term Fund's yield
may generally be higher than comparable short- or intermediate-term income
funds, its price per share may fluctuate more than those funds. Current yield is
computed pursuant to a formula which operates as follows: The amount of a Fund's
expenses accrued for the 30-day period (net of reimbursements) is subtracted
from the amount of the dividends and interest earned (computed in accordance
with regulatory requirements) by the Fund during the period. That result is then
divided by the product of: (a) the average daily number of shares outstanding
during the period that were entitled to receive dividends, and (b) the net asset
value per share on the last day of the period less any undistributed earned
income per share reasonably expected to be declared as a dividend shortly
thereafter. The quotient is then added to 1, and that sum is raised to the 6th
power, after which 1 is subtracted. The current yield is then arrived at by
multiplying the result by 2.
The Short Term Fund's average annual total return for 1, 5 and 10 year
periods ended December 31, 1997 was 6.12%, 5.58% and 7.44%, respectively. The
Short Term Fund's average annual total return for the 6.26 year period beginning
with the effectiveness of the Short Term Fund's current investment objective,
fundamental policies and investment restrictions on October 1, 1991 through
December 31, 1997 was 6.30%. The Intermediate Term Fund's average annual total
return for the 1, 5 and 10 year periods ended December 31, 1997 was 7.63%, 6.50%
and 8.17%, respectively. The Long Term Fund's average annual total return for
the 1, 5 and 10 year periods ended December 31, 1997 was 11.69%, 8.30% and
9.81%, respectively. Average annual total return is calculated by determining
the ending redeemable value of an investment purchased with a hypothetical
$1,000 payment made at the beginning of the period (assuming the reinvestment of
dividends and distributions), dividing by the amount of the initial investment,
taking the "n"th root of the quotient (where "n" is the number of years in the
period) and subtracting 1 from the result.
The Short Term Fund's total return for the period September 10, 1987
(commencement of operations) through December 31, 1997 and the period October 1,
1991 through December 31, 1997, was 117.82% and 46.54%, respectively. The
Intermediate Term Fund's total return for the period March 27, 1987
(commencement of operations) through December 31, 1997 was 122.10%. The Long
Term Fund's total return for the period March 27, 1987 (commencement of
operations) through December 31, 1997 was 143.67%. Total return is calculated by
subtracting the amount of the Fund's net asset value per share at the beginning
of a stated period from the net asset value per share at the end of the period
(after giving effect to the reinvestment of dividends and distributions during
the period), and dividing the result by the net asset value per share at the
beginning of the period.
Performance figures for each Term Fund reflect the fact that prior to May
1, 1998, the Term Funds' then-existing management policies required each Term
Fund to invest only in U.S. Treasury securities. In addition, for purposes of
advertising, calculations of average annual total return and calculations of
total return for each Term Fund will take into account the performance of its
corresponding predecessor Fund--namely, Dreyfus 100% U.S. Treasury Short Term
Fund, L.P., Dreyfus 100% U.S. Treasury Intermediate Term Fund, L.P. and Dreyfus
100% U.S. Treasury Long Term Fund, L.P.--the assets and liabilities of which
were transferred to the relevant Fund in exchange for shares of such Fund on
December 31, 1993. See "General Information."
ALL FUNDS. Tax equivalent yield is computed by dividing that portion of the
current yield (calculated as described above) which is tax exempt by 1 minus a
stated tax rate and adding the quotient to that portion, if any, of the yield of
the Fund that is not tax-exempt.
Yields will fluctuate and are not necessarily representative of future
results. The investor should remember that yield is a function of the type and
quality of the instruments in the portfolio, portfolio maturity and operating
expenses. An investor's principal in a Fund is not guaranteed. See
"Determination of Net Asset Value" for a discussion of the manner in which the
Money Market Fund's price per share is determined.
From time to time, advertising materials for each Fund may refer to or
discuss then-current or past economic conditions, developments and/or events,
including those related to or arising from actual or proposed tax legislation.
Advertising materials for each Fund may also refer to statistical or other
information concerning trends related to investment companies, as compiled by
industry associations such as the Investment Company Institute or Morningstar
ratings and related analyses supporting the ratings. Advertising materials for
each Fund may occasionally include information about other similar Dreyfus
funds. In addition, advertising material for the Fund also may include
biographical information relating to its portfolio managers and may refer to, or
include commentary by, a portfolio manager relating to investment strategy,
asset growth, current or past business, political, economic or financial
conditions and other matters of general interest to investors.
Each Fund may use hypothetical tax equivalent yields or charts in its
advertising. These hypothetical yields or charts will be used for illustrative
purposes only and are not indicative of the Fund's past or future performance.
INFORMATION ABOUT THE FUNDS
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN CONJUNCTION
WITH THE SECTION IN THE PROSPECTUS ENTITLED "GENERAL INFORMATION."
Each Fund share has one vote and, when issued and paid for in accordance
with the terms of the offering, is fully paid and non-assessable. Fund shares
are of one class and have equal rights as to dividends and in liquidation. Fund
shares have no preemptive, subscription or conversion rights and are freely
transferable.
Under Massachusetts law, shareholders could, under certain circumstances,
be held personally liable for the obligations of the Fund of which they are
shareholders. However, each Fund's Trust Agreement disclaims shareholder
liability for acts or obligations of the relevant Fund and requires that notice
of such disclaimer be given in each agreement, obligation or instrument entered
into or executed by the Fund or a Board member. Each Trust Agreement provides
for indemnification from the respective Fund's property for all losses and
expenses of any shareholder held personally liable for the obligations of the
Fund. Thus, the risk of a shareholder incurring financial loss on account of
shareholder liability is limited to circumstances in which the Fund itself would
be unable to meet its obligations, a possibility which management believes is
remote. Upon payment of any liability incurred by a Fund, the shareholder paying
such liability will be entitled to reimbursement from the general assets of such
Fund. Each Fund intends to conduct its operations in such a way so as to avoid,
as far as possible, ultimate liability of the shareholders for liabilities of
the Fund.
Each Fund sends annual semi-annual financial statements to all its
shareholders.
Effective October 1, 1991, the Short Term Fund changed its investment
objective from that of providing investors with as high a level of current
income, free of U.S. Federal income tax and U.S. tax withholding requirements
for qualifying foreign investors, as is consistent with the preservation of
capital by investing in obligations of the U.S. Government and its agencies and
instrumentalities, to its current investment objective. Effective October 24,
1991, the Intermediate Term Fund and the Long Term Fund each changed their
investment objective from that of providing investors with as high a level of
current income as is consistent with the preservation of capital by investing in
obligations of the U.S. Government and its agencies and instrumentalities that
provide interest income exempt from state and local income taxes, to its current
investment objective. Effective May 15, 1998, each Term Fund changed its
management policies from investing solely in U.S. Treasury securities to its
present management policies.
TRANSFER AND DIVIDEND DISBURSING AGENT, CUSTODIAN,
COUNSEL AND INDEPENDENT AUDITORS
Dreyfus Transfer, Inc., a wholly-owned subsidiary of the Manager, P.O. Box
9671, Providence, Rhode Island 02940-9671, is each Fund's transfer and dividend
disbursing agent. Under a transfer agency agreement with each Fund, the Transfer
Agent arranges for the maintenance of shareholder account records for each Fund,
the handling of certain communications between shareholders and each Fund and
the payment of dividends and distributions payable by each Fund. For these
services, the Transfer Agent receives a monthly fee computed on the basis of the
number of shareholder accounts it maintains for the Fund during the month, and
is reimbursed for certain out-of-pocket expenses. For the fiscal year ended
December 31, 1997, the Money Market Fund, Short Term Fund, Intermediate Term
Fund and Long Term Fund paid the Transfer Agent $550,203, $102,013, $96,938 and
$78,537, respectively.
The Bank of New York, 90 Washington Street, New York, New York 10286, is
the Money Market Fund's custodian. The Bank of New York has no part in
determining the investment policies of the Money Market Fund or which securities
are to be purchased or sold by the Fund.
Mellon Bank, N.A., the Manager's parent, One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258, acts as custodian of the Term Fund's
investments. Under a custody agreement with each Term Fund, Mellon Bank, N.A.,
the Manager's parent, One Mellon Bank Center, Pittsburgh, Pennsylvania 15258,
serves as Custodian of each Term Fund's investments. Under a custody agreement
with each Term Fund, Mellon Bank, N.A. holds the Term Fund's securities and
keeps all necessary accounts and records. For its custody services, Mellon Bank,
N.A. receives a monthly fee based on the market value of each Term Fund's assets
held in custody and receives certain securities transactions charges. For the
fiscal year ended December 31, 1997, the Short Term Fund, Intermediate Term Fund
and Long Term Fund paid Mellon Bank, N.A. $18,829, $13,464 and $16,135,
respectively.
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York
10038-4982, as counsel for each Fund, has rendered its opinion as to certain
legal matters regarding the due authorization and valid issuance of the shares
being sold pursuant to the Funds' combined Prospectus.
Ernst & Young LLP, independent auditors, 787 Seventh Avenue, New York, New
York 10019, have been selected as auditors of each Fund.
FINANCIAL STATEMENTS AND REPORTS OF INDEPENDENT AUDITORS
The Annual Report to shareholders for the fiscal year ended December 31,
1997 for each Fund is a separate document supplied with this Statement of
Additional Information, and the financial statements, accompanying notes and
report of independent auditors appearing therein are incorporated by reference
into this Statement of Additional Information.
<PAGE>
DREYFUS 100% U.S. TREASURY SHORT TERM FUND
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS. - LIST
- -------- -----------------------------------------
(a) Financial Statements:
Included in Part A of the Registration Statement
Condensed Financial Information for each of the ten
years in the period ended December 31, 1997.
Incorporated by reference in Part B of the
Registration Statement:
Statement of Investments--December 31, 1997*
Statement of Assets and Liabilities--December 31, 1997*
Statement of Operations--year ended December 31, 1997*
Statement of Changes in Net Assets--for each of the
years ended December 31, 1996 and 1997*
Financial Highlights for each of the five
years in the period ended December 31, 1997.*
Notes to Financial Statements*
Report of Ernst & Young LLP, Independent Auditors,
dated February 4, 1998.*
- -----------------
* Incorporated by reference to Registrant's Annual Report on Form N-30D filed
on or about February 27, 1998.
All schedules and other financial statement information, for which provision is
made in the applicable accounting regulations of the Securities and Exchange
Commission, are either omitted because they are not required under the related
instructions, they are inapplicable, or the required information is presented in
the financial statements or notes thereto which are incorporated by reference in
Part B of the Registration Statement.
(b) Exhibits:
(1)(a) Registrant's Agreement and Declaration of Trust is
incorporated by reference to Exhibit (1) of Post-Effective
Amendment No. 11 to the Registration Statement on Form N-1A,
filed on October 19, 1993.
(1)(b) Articles of Amendment.
(2) Registrant's By-Laws, as amended.
(5) Management Agreement is incorporated by reference to Exhibit
(5) of Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A, filed on February 28, 1995.
(6) Distribution Agreement is incorporated by reference to Exhibit
(6) of Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A, filed on February 28, 1995.
(8) Custody Agreement is incorporated by reference to Exhibit (8)
of Post-Effective Amendment No. 15 to the Registration
Statement on Form N-1A, filed on April 17, 1996.
(9) Shareholder Services Plan is incorporated by reference to
Exhibit (9) of Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A, filed on February 28, 1995.
(10) Opinion and consent of Registrant's counsel is incorporated by
reference to Exhibit (10) of Post Effective Amendment No. 12
to the Registration Statement on Form N-1A, filed on April 14,
1994.
(11) Consent of Independent Auditors.
(16) Schedules of Computation of Performance Data is incorporated by
reference to Exhibit (16) of Post-Effective Amendment No. 12
to the Registration Statement on Form N-1A, filed on December
30, 1993.
(17) Financial Data Schedule.
OTHER EXHIBITS
(a) Power of Attorney.
(b) Certificate of Secretary.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not Applicable
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
(1) (2)
Number of Record
Title of Class Holders as of April 1, 1998
-------------- ---------------------------
Beneficial Interest
(Par value $.001) 4,929
ITEM 27. INDEMNIFICATION
Reference is made to Article EIGHT of the Registrant's Agreement
and Declaration of Trust previously filed as Exhibit 1 to
Post-Effective Amendment No. 11 to the Registration Statement on
Form N-1A on October 19, 1993. The application of these
provisions is limited by Article 10 of the Registrant's By-Laws
previously filed as Exhibit 2 to Post-Effective Amendment No. 11
to the Registration Statement on Form N-1A on October 19, 1993
and by the following undertaking set forth in the rules
promulgated by the Securities and Exchange Commission: Insofar as
indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling
persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a trustee, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer of controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
such Act and will be governed by the final adjudication of such
issue.
Reference is made to the Distribution Agreement filed as Exhibit
(6) of Post-Effective Amendment No. 13 to the Registration
Statement on Form N-1A, filed on February 28, 1995.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
The Dreyfus Corporation ("Dreyfus") and subsidiary companies
comprise a financial service organization whose business consists
primarily of providing investment management services as the
investment adviser and manager for sponsored investment companies
registered under the Investment Company Act of 1940 and as an
investment adviser to institutional and individual accounts.
Dreyfus also serves as sub-investment adviser to and/or
administrator of other investment companies. Dreyfus Service
Corporation, a wholly-owned subsidiary of Dreyfus, is a
registered broker-dealer. Dreyfus Management, Inc., another
wholly-owned subsidiary, provides investment management services
to various pension plans, institutions and individuals.
Officers and Directors of Investment Adviser
--------------------------------------------
Name and Position
with Dreyfus Other Businesses
- ----------------- ----------------
MANDELL L. BERMAN Real estate consultant and private investor
Director 29100 Northwestern Highway, Suite 370
Southfield, Michigan 48034;
Past Chairman of the Board of Trustees:
Skillman Foundation;
Member of The Board of Vintners Intl.
BURTON C. BORGELT Chairman Emeritus of the Board and
Director Past Chairman, Chief Executive Officer and
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405;
Director:
DeVlieg-Bullard, Inc.
1 Gorham Island
Westport, Connecticut 06880
Mellon Bank Corporation***;
Mellon Bank, N.A.***
FRANK V. CAHOUET Chairman of the Board, President and
Director Chief Executive Officer:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103;
Saint-Gobain Corporation
750 East Swedesford Road
Valley Forge, Pennsylvania 19482;
Teledyne, Inc.
1901 Avenue of the Stars
Los Angeles, California 90067
W. KEITH SMITH Chairman and Chief Executive Officer:
Chairman of the Board The Boston Company****;
Vice Chairman of the Board:
Mellon Bank Corporation***;
Mellon Bank, N.A.***;
Director:
Dentsply International, Inc.
570 West College Avenue
York, Pennsylvania 17405
CHRISTOPHER M. CONDRON Vice Chairman:
President, Chief Mellon Bank Corporation***;
Executive Officer, The Boston Company****;
Chief Operating Deputy Director:
Officer and a Mellon Trust***;
Director Chief Executive Officer:
The Boston Company Asset Management,
Inc.****;
President:
Boston Safe Deposit and Trust Company****
STEPHEN E. CANTER Director:
Vice Chairman and The Dreyfus Trust Company++;
Chief Investment Officer, Formerly, Chairman and Chief Executive
Officer: Kleinwort Benson Investment Management
and a Director Americas Inc.*
LAWRENCE S. KASH Chairman, President and Chief
Vice Chairman-Distribution Executive Officer:
and a Director The Boston Company Advisors, Inc.
53 State Street
Exchange Place
Boston, Massachusetts 02109;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.**;
Director:
Dreyfus America Fund+++;
The Dreyfus Consumer Credit Corporation*;
The Dreyfus Trust Company++;
Dreyfus Service Corporation*;
President:
The Boston Company****;
Laurel Capital Advisors***;
Boston Group Holdings, Inc.;
Executive Vice President:
Mellon Bank, N.A.***;
Boston Safe Deposit and Trust
Company****
RICHARD F. SYRON Chairman of the Board and
Director Chief Executive Officer:
American Stock Exchange
86 Trinity Place
New York, New York 10006;
Director:
John Hancock Mutual Life
Insurance Company John
Hancock Place, Box 111
Boston, Massachusetts
02117; Thermo Electron Corporation
81 Wyman Street, Box 9046
Waltham, Massachusetts 02254-9046;
American Business Conference
1730 K Street, NW, Suite 120
Washington, D.C. 20006;
Trustee:
Boston College - Board of Trustees
140 Commonwealth Ave.
Chestnut Hill, Massachusetts 02167-3934
J. DAVID OFFICER Vice Chairman:
Vice Chairman The Dreyfus Corporation*;
Director:
Dreyfus Financial Services
Corporation*****;
Dreyfus Investment Services
Corporation*****;
Mellon Trust of Florida
2875 Northeast 191st Street
North Miami Beach, Florida 33180;
Mellon Preferred Capital Corporation****;
Boston Group Holdings, Inc.****;
Mellon Trust of New York
1301 Avenue of the Americas - 41st Floor
New York, New York 10019;
Mellon Trust of California
400 South Hope Street
Los Angeles, California 90071-2806;
Executive Vice President:
Mellon Bank, N.A.***;
Vice Chairman and Director:
The Boston Company, Inc.****;
President and Director:
RECO, Inc.****;
The Boston Company Financial Services,
Inc.****;
Boston Safe Deposit and Trust
Company****;
RONALD P. O'HANLEY Vice Chairman:
Vice Chairman The Dreyfus Corporation*;
Director:
The Boston Company Asset
Management, LLC****;
TBCAM Holding, Inc.****;
Franklin Portfolio Holdings, Inc.
Two International Place - 22nd Floor
Boston, Massachusetts 02110;
Mellon Capital Management Corporation
595 Market Street, Suite #3000
San Francisco, California 94105;
Certus Asset Advisors Corporation
One Bush Street, Suite 450
San Francisco, California 94104;
Mellon-France Corporation***;
Chairman and Director:
Boston Safe Advisors, Inc.****;
Partner Representative:
Pareto Partners
271 Regent Street
London, England W1R 8PP;
Chairman and Trustee:
Mellon Bond Associates, LLP***;
Mellon Equity Associates, LLP***;
Trustee:
Laurel Capital Advisors, LLP***;
Chairman, President and Chief Executive Officer:
Mellon Global Investing Corp.***;
Partner:
McKinsey & Company, Inc.
Boston, Massachusetts
WILLIAM T. SANDALLS, JR. Director:
Senior Vice President and Dreyfus Partnership Management, Inc.*;
Chief Financial Officer Seven Six Seven Agency, Inc.*;
Chairman and Director:
Dreyfus Transfer, Inc.
One American Express Plaza
Providence, Rhode Island 02903;
President and Director:
Lion Management, Inc.*;
Executive Vice President and Director:
Dreyfus Service Organization, Inc.*;
Vice President, Chief Financial Officer and
Director:
Dreyfus America Fund+++;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
The Truepenny Corporation*;
Treasurer, Financial Officer and Director:
The Dreyfus Trust Company++;
Treasurer and Director:
Dreyfus Management, Inc.*;
Dreyfus Service Corporation*;
Formerly, President and Director:
Sandalls & Co., Inc.
MARK N. JACOBS Vice President, Secretary and Director:
Vice President, Lion Management, Inc.*;
General Counsel Secretary:
and Secretary The Dreyfus Consumer Credit Corporation*;
Dreyfus Management, Inc.*;
Assistant Secretary:
Dreyfus Service Organization, Inc.**;
Major Trading Corporation*;
The Truepenny Corporation*
PATRICE M. KOZLOWSKI None
Vice President-
Corporate Communications
MARY BETH LEIBIG None
Vice President-
Human Resources
JEFFREY N. NACHMAN President and Director:
Vice President-Mutual Dreyfus Transfer, Inc.
Fund Accounting One American Express Plaza
Providence, Rhode Island 02903
ANDREW S. WASSER Vice President:
Vice President-Information Mellon Bank Corporation***
Services
WILLIAM V. HEALEY President:
Assistant Secretary The Truepenny Corporation*;
Vice President and Director:
The Dreyfus Consumer Credit Corporation*;
Secretary and Director:
Dreyfus Partnership Management Inc.*;
Director:
The Dreyfus Trust Company++;
Assistant Secretary:
Dreyfus Service Corporation*;
Dreyfus Investment Advisors, Inc.*;
Assistant Clerk:
Dreyfus Insurance Agency of Massachusetts,
Inc.+++++
- --------------------------------------
* The address of the business so indicated is 200 Park Avenue, New York,
New York 10166.
** The address of the business so indicated is 131 Second Street,
Lewes, Delaware 19958.
*** The address of the business so indicated is One Mellon Bank Center,
Pittsburgh, Pennsylvania 15258.
**** The address of the business so indicated is One Boston Place, Boston,
Massachusetts 02108.
***** The address of the business so indicated is Union Trust Building,
501 Grant Street, Room 179, Pittsburgh, Pennsylvania 15259;
+ The address of the business so indicated is Atrium Building, 80
Route 4 East, Paramus, New Jersey 07652.
++ The address of the business so indicated is 144 Glenn Curtiss Boulevard,
Uniondale, New York 11556-0144.
+++ The address of the business so indicated is 69, Route 'd'Esch, L-1470
Luxembourg.
++++ The address of the business so indicated is 69, Route 'd'Esch, L-2953
Luxembourg.
+++++ The address of the business so indicated is 53 State Street, Boston,
Massachusetts 02103.
<PAGE>
Item 29. Principal Underwriters
- -------- ----------------------
(a) Other investment companies for which Registrant's principal
underwriter (exclusive distributor) acts as principal underwriter or exclusive
distributor:
1) Comstock Partners Funds, Inc.
2) Dreyfus A Bonds Plus, Inc.
3) Dreyfus Appreciation Fund, Inc.
4) Dreyfus Asset Allocation Fund, Inc.
5) Dreyfus Balanced Fund, Inc.
6) Dreyfus BASIC GNMA Fund
7) Dreyfus BASIC Money Market Fund, Inc.
8) Dreyfus BASIC Municipal Fund, Inc.
9) Dreyfus BASIC U.S. Government Money Market Fund
10) Dreyfus California Intermediate Municipal Bond Fund
11) Dreyfus California Tax Exempt Bond Fund, Inc.
12) Dreyfus California Tax Exempt Money Market Fund
13) Dreyfus Cash Management
14) Dreyfus Cash Management Plus, Inc.
15) Dreyfus Connecticut Intermediate Municipal Bond Fund
16) Dreyfus Connecticut Municipal Money Market Fund, Inc.
17) Dreyfus Florida Intermediate Municipal Bond Fund
18) Dreyfus Florida Municipal Money Market Fund
19) The Dreyfus Fund Incorporated
20) Dreyfus Global Bond Fund, Inc.
21) Dreyfus Global Growth Fund
22) Dreyfus GNMA Fund, Inc.
23) Dreyfus Government Cash Management Funds
24) Dreyfus Growth and Income Fund, Inc.
25) Dreyfus Growth and Value Funds, Inc.
26) Dreyfus Growth Opportunity Fund, Inc.
27) Dreyfus Income Funds
28) Dreyfus Index Funds, Inc.
29) Dreyfus Institutional Money Market Fund
30) Dreyfus Institutional Preferred Money Market Fund
31) Dreyfus Institutional Short Term Treasury Fund
32) Dreyfus Insured Municipal Bond Fund, Inc.
33) Dreyfus Intermediate Municipal Bond Fund, Inc.
34) Dreyfus International Funds, Inc.
35) Dreyfus Investment Grade Bond Funds, Inc.
36) The Dreyfus/Laurel Funds, Inc.
37) The Dreyfus/Laurel Funds Trust
38) The Dreyfus/Laurel Tax-Free Municipal Funds
39) Dreyfus LifeTime Portfolios, Inc.
40) Dreyfus Liquid Assets, Inc.
41) Dreyfus Massachusetts Intermediate Municipal Bond Fund
42) Dreyfus Massachusetts Municipal Money Market Fund
43) Dreyfus Massachusetts Tax Exempt Bond Fund
44) Dreyfus MidCap Index Fund
45) Dreyfus Money Market Instruments, Inc.
46) Dreyfus Municipal Bond Fund, Inc.
47) Dreyfus Municipal Cash Management Plus
47) Dreyfus Municipal Money Market Fund, Inc.
49) Dreyfus New Jersey Intermediate Municipal Bond Fund
50) Dreyfus New Jersey Municipal Bond Fund, Inc.
51) Dreyfus New Jersey Municipal Money Market Fund, Inc.
52) Dreyfus New Leaders Fund, Inc.
53) Dreyfus New York Insured Tax Exempt Bond Fund
54) Dreyfus New York Municipal Cash Management
55) Dreyfus New York Tax Exempt Bond Fund, Inc.
56) Dreyfus New York Tax Exempt Intermediate Bond Fund
57) Dreyfus New York Tax Exempt Money Market Fund
58) Dreyfus 100% U.S. Treasury Intermediate Term Fund
59) Dreyfus 100% U.S. Treasury Long Term Fund
60) Dreyfus 100% U.S. Treasury Money Market Fund
61) Dreyfus 100% U.S. Treasury Short Term Fund
62) Dreyfus Pennsylvania Intermediate Municipal Bond Fund
63) Dreyfus Pennsylvania Municipal Money Market Fund
64) Dreyfus Premier California Municipal Bond Fund
65) Dreyfus Premier Equity Funds, Inc.
66) Dreyfus Premier International Funds, Inc.
67) Dreyfus Premier GNMA Fund
68) Dreyfus Premier Worldwide Growth Fund, Inc.
69) Dreyfus Premier Insured Municipal Bond Fund
70) Dreyfus Premier Municipal Bond Fund
71) Dreyfus Premier New York Municipal Bond Fund
72) Dreyfus Premier State Municipal Bond Fund
73) Dreyfus Premier Value Fund
74) Dreyfus Short-Intermediate Government Fund
75) Dreyfus Short-Intermediate Municipal Bond Fund
76) The Dreyfus Socially Responsible Growth Fund, Inc.
77) Dreyfus Stock Index Fund, Inc.
78) Dreyfus Tax Exempt Cash Management
79) The Dreyfus Third Century Fund, Inc.
80) Dreyfus Treasury Cash Management
81) Dreyfus Treasury Prime Cash Management
82) Dreyfus Variable Investment Fund
83) Dreyfus Worldwide Dollar Money Market Fund, Inc.
84) General California Municipal Bond Fund, Inc.
85) General California Municipal Money Market Fund
86) General Government Securities Money Market Fund, Inc.
87) General Money Market Fund, Inc.
88) General Municipal Bond Fund, Inc.
89) General Municipal Money Market Fund, Inc.
90) General New York Municipal Bond Fund, Inc.
91) General New York Municipal Money Market Fund
<PAGE>
(b)
Positions and
Name and principal Positions and offices with offices with
business address the Distributor Registrant
- ------------------ --------------------------- -------------
Marie E. Connolly+ Director, President, Chief President and
Executive Officer and Compliance Treasurer
Officer
Joseph F. Tower, III+ Director, Senior Vice President, Vice President
Treasurer and Chief Financial Officer and Assistant
Treasurer
Richard W. Ingram Executive Vice President Vice President
and Assistant
Treasurer
Mary A. Nelson+ Vice President Vice President
and Assistant
Treasurer
Paul Prescott+ Vice President None
Jean M. O'Leary+ Assistant Secretary and None
Assistant Clerk
John W. Gomez+ Director None
William J. Nutt+ Director None
- --------------------------------
+ Principal business address is 60 State Street, Boston, Massachusetts 02109.
++ Principal business address is 200 Park Avenue, New York, New York 10166.
<PAGE>
Item 30. Location of Accounts and Records
--------------------------------
1. First Data Investor Services Group, Inc.,
a subsidiary of First Data Corporation
P.O. Box 9671
Providence, Rhode Island 02940-9671
2. Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258
3. Dreyfus Transfer, Inc.
P.O. Box 9671
Providence, Rhode Island 02940-9671
4. The Dreyfus Corporation
200 Park Avenue
New York, New York 10166
Item 31. Management Services
- ------- -------------------
Not Applicable
Item 32. Undertakings
- -------- ------------
(1) To call a meeting of shareholders for the purpose of voting
upon the question of removal of a Board member or Board
members when requested in writing to do so by the holders of
at least 10% of the Registrant's outstanding shares and in
connection with such meeting to comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 relating
to shareholder communications.
(2) To furnish each person to whom a prospectus is delivered with
a copy of the Fund's latest Annual Report to Shareholders,
upon request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements of effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, and
State of New York on the 28th day of April, 1998.
DREYFUS 100% U.S. TREASURY SHORT TERM FUND
BY: /S/ MARIE E. CONNOLLY*
MARIE E. CONNOLLY, PRESIDENT AND TREASURER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
SIGNATURES TITLE DATE
/s/ Marie E. Connolly* President and Treasurer 4/28/98
- --------------------------- (Principal Executive, Financial
Marie E. Connolly and Accounting Officer)
/s/ Joseph S. DiMartino* Chairman of the Board 4/28/98
- --------------------------- of Trustees
Joseph S. DiMartino
/s/ Gordon J. Davis* Trustee 4/28/98
- ---------------------------
Gordon J. Davis
/s/ David P. Feldman* Trustee 4/28/98
- ---------------------------
David P. Feldman
/s/ Lynn Martin* Trustee 4/28/98
- ---------------------------
Lynn Martin
/s/ Daniel Rose* Trustee 4/28/98
- ---------------------------
Daniel Rose
/s/ Philip L. Toia* Trustee 4/28/98
- ---------------------------
Philip L. Toia
/s/ Sander Vanocur* Trustee 4/28/98
- --------------------------
Sander Vanocur
/s/ Anne Wexler* Trustee 4/28/98
- --------------------------
Anne Wexler
/s/ Rex Wilder* Trustee 4/28/98
- --------------------------
Rex Wilder
*BY: /s/ Michael Petrucelli
--------------------------
Michael Petrucelli,
Attorney-in-Fact
<PAGE>
DREYFUS 100% U.S. TREASURY SHORT TERM FUND
Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A under
the Securities Act of 1933 and
the Investment Company Act of 1940
-------------------------------
EXHIBITS
-------------------------------
<PAGE>
INDEX TO EXHIBITS
(1) (b) Articles of Amendment.
(2) Registrant's By-Laws, as amended.
(11) Consent of Independent Auditors
(17) Financial Data Schedule
OTHER EXHIBITS
(a) Power of Attorney
(b) Certificate of Secretary
Exhibit (1)(b)
DREYFUS 100% U.S. TREASURY SHORT TERM FUND
ARTICLES OF AMENDMENT
Dreyfus 100% U.S. Treasury Short Term Fund, a business trust formed by an
Agreement and Declaration of Trust dated May 14, 1993 pursuant to the laws of
The Commonwealth of Massachusetts (the "Trust"), hereby certifies to the
Secretary of State of The Commonwealth of Massachusetts that:
FIRST: The Agreement and Declaration of Trust of the Trust is hereby
amended by striking out Article I, Section 1 and inserting in lieu thereof the
following:
"SECTION 1. NAME. This Trust
shall be known as 'Dreyfus U.S. Treasury
Short Term Fund.'"
SECOND: The amendment to the Agreement and Declaration of Trust herein made
was duly approved at a meeting of the Trustees of the Trust on January 12, 1998
pursuant to Article IX, Section 8 of the Agreement and Declaration of Trust.
IN WITNESS WHEREOF, Dreyfus 100% U.S. Treasury Short Term Fund has caused
these Articles to be filed in its name and on its behalf by its Trustees.
DREYFUS 100% U.S. TREASURY SHORT TERM FUND
By:/s/ Joseph S. DiMartino
Joseph S. DiMartino, Trustee
By: /s/ Gordon J. Davis
Gordon J. Davis, Trustee
By: /s/ David P. Feldman
David P. Feldman, Trustee
By:/s/ Lynn Martin
Lynn Martin, Trustee
By: /s/ Daniel Rose
Daniel Rose, Trustee
By:/s/ Philip L. Toia
Philip L. Toia, Trustee
By: /s/ Sander Vanocur
Sander Vanocur, Trustee
By: /s/ Anne Wexler
Anne Wexler, Trustee
By: /s/ Rex Wilder
Rex Wilder, Trustee
<PAGE>
STATE OF NEW YORK )
: ss:
COUNTY OF NEW YORK )
On this 12th day of January, 1998, before me personally appeared the
above-named Trustees of the Trust, to me known, and known to me to be the
persons described in and who executed the foregoing instrument, and who duly
acknowledged to me that such Trustees had executed the same.
/s/ Judy Nieves
Notary Public
BY-LAWS
OF
DREYFUS U.S. TREASURY SHORT TERM FUND
ARTICLE 1
Agreement and Declaration of Trust and Principal Office
1.1. AGREEMENT AND DECLARATION OF TRUST. These By-Laws shall be subject to
the Agreement and Declaration of Trust, as from time to time in effect (the
"Declaration of Trust"), of the above-captioned Massachusetts business trust
established by the Declaration of Trust (the "Trust").
1.2. PRINCIPAL OFFICE OF THE TRUST. The principal office of the Trust shall
be located in New York, New York. Its resident agent in Massachusetts shall be
CT Corporation System, 2 Oliver Street, Boston, Massachusetts 02109, or such
other person as the Trustees from time to time may select.
ARTICLE 2
Meetings of Trustees
2.1. REGULAR MEETINGS. Regular meetings of the Trustees may be held without
call or notice at such places and at such times as the Trustees from time to
time may determine, provided that notice of the first regular meeting following
any such determination shall be given to absent Trustees.
2.2. SPECIAL MEETINGS. Special meetings of the Trustees may be held at any
time and at any place designated in the call of the meeting when called by the
President or the Treasurer or by two or more Trustees, sufficient notice thereof
being given to each Trustee by the Secretary or an Assistant Secretary or by the
officer or the Trustees calling the meeting.
2.3. NOTICE OF SPECIAL MEETINGS. It shall be sufficient notice to a Trustee
of a special meeting to send notice by mail at least forty-eight hours or by
telegram at least twenty-four hours before the meeting addressed to the Trustee
at his or her usual or last known business or residence address or to give
notice to him or her in person or by telephone at least twenty-four hours before
the meeting. Notice of a meeting need not be given to any Trustee if a written
waiver of notice, executed by him or her before or after the meeting, is filed
with the records of the meeting, or to any Trustee who attends the meeting
without protesting prior thereto or at its commencement the lack of notice to
him or her. Neither notice of a meeting nor a waiver of a notice need specify
the purposes of the meeting.
2.4. NOTICE OF CERTAIN ACTIONS BY CONSENT. If in accordance with the
provisions of the Declaration of Trust any action is taken by the Trustees by a
written consent of less than all of the Trustees, then prompt notice of any such
action shall be furnished to each Trustee who did not execute such written
consent, provided that the effectiveness of such action shall not be impaired by
any delay or failure to furnish such notice.
ARTICLE 3
Officers
3.1. ENUMERATION; QUALIFICATION. The officers of the Trust shall be a
President, a Treasurer, a Secretary, and such other officers, if any, as the
Trustees from time to time may in their discretion elect. The Trust also may
have such agents as the Trustees from time to time may in their discretion
appoint. An officer may be but need not be a Trustee or shareholder. Any two or
more offices may be held by the same person.
3.2. ELECTION. The President, the Treasurer and the Secretary shall be
elected by the Trustees upon the occurrence of any vacancy in any such office.
Other officers, if any, may be elected or appointed by the Trustees at any time.
Vacancies in any such other office may be filled at any time.
3.3. TENURE. The President, Treasurer and Secretary shall hold office in
each case until he or she sooner dies, resigns, is removed or becomes
disqualified. Each other officer shall hold office and each agent shall retain
authority at the pleasure of the Trustees.
3.4. POWERS. Subject to the other provisions of these By-Laws, each officer
shall have, in addition to the duties and powers herein and in the Declaration
of Trust set forth, such duties and powers as commonly are incident to the
office occupied by him or her as if the Trust were organized as a Massachusetts
business corporation or such other duties and powers as the Trustees may from
time to time designate.
3.5. PRESIDENT. Unless the Trustees otherwise provide, the President shall
preside at all meetings of the shareholders and of the Trustees. Unless the
Trustees otherwise provide, the President shall be the chief executive officer.
3.6. TREASURER. The Treasurer shall be the chief financial and accounting
officer of the Trust, and, subject to the provisions of the Declaration of Trust
and to any arrangement made by the Trustees with a custodian, investment adviser
or manager, or transfer, shareholder servicing or similar agent, shall be in
charge of the valuable papers, books of account and accounting records of the
Trust, and shall have such other duties and powers as may be designated from
time to time by the Trustees or by the President.
3.7. SECRETARY. The Secretary shall record all proceedings of the
shareholders and the Trustees in books to be kept therefor, which books or a
copy thereof shall be kept at the principal office of the Trust. In the absence
of the Secretary from any meeting of the shareholders or Trustees, an Assistant
Secretary, or if there be none or if he or she is absent, a temporary Secretary
chosen at such meeting shall record the proceedings thereof in the aforesaid
books.
3.8. RESIGNATIONS AND REMOVALS. Any Trustee or officer may resign at any
time by written instrument signed by him or her and delivered to the President
or Secretary or to a meeting of the Trustees. Such resignation shall be
effective upon receipt unless specified to be effective at some other time. The
Trustees may remove any officer elected by them with or without cause. Except to
the extent expressly provided in a written agreement with the Trust, no Trustee
or officer resigning and no officer removed shall have any right to any
compensation for any period following his or her resignation or removal, or any
right to damages on account of such removal.
ARTICLE 4
Committees
4.1. APPOINTMENT. The Trustees may appoint from their number an executive
committee and other committees. Except as the Trustees otherwise may determine,
any such committee may make rules for conduct of its business.
4.2. QUORUM; VOTING. A majority of the members of any Committee of the
Trustees shall constitute a quorum for the transaction of business, and any
action of such a Committee may be taken at a meeting by a vote of a majority of
the members present (a quorum being present).
ARTICLE 5
Reports
The Trustees and officers shall render reports at the time and in the
manner required by the Declaration of Trust or any applicable law. Officers and
Committees shall render such additional reports as they may deem desirable or as
may from time to time be required by the Trustees.
ARTICLE 6
Fiscal Year
The fiscal year of the Trust shall be fixed, and shall be subject to
change, by the Board of Trustees.
ARTICLE 7
Seal
The seal of the Trust shall consist of a flat-faced die with the word
"Massachusetts," together with the name of the Trust and the year of its
organization cut or engraved thereon but, unless otherwise required by the
Trustees, the seal shall not be necessary to be placed on, and in its absence
shall not impair the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Trust.
ARTICLE 8
Execution of Papers
Except as the Trustees generally or in particular cases may authorize the
execution thereof in some other manner, all deeds, leases, contracts, notes and
other obligations made by the Trustees shall be signed by the President, any
Vice President, or by the Treasurer and need not bear the seal of the Trust.
ARTICLE 9
Issuance of Share Certificates
9.1. SALE OF SHARES. Except as otherwise determined by the Trustees, the
Trust will issue and sell for cash or securities from time to time, full and
fractional shares of its shares of beneficial interest, such shares to be issued
and sold at a price of not less than net asset value per share, as from time to
time determined in accordance with the Declaration of Trust and these By-Laws
and, in the case of fractional shares, at a proportionate reduction in such
price. In the case of shares sold for securities, such securities shall be
valued in accordance with the provisions for determining value of assets of the
Trust as stated in the Declaration of Trust and these By- Laws. The officers of
the Trust are severally authorized to take all such actions as may be necessary
or desirable to carry out this Section 9.1.
9.2. SHARE CERTIFICATES. In lieu of issuing certificates for shares, the
Trustees or the transfer agent either may issue receipts therefor or may keep
accounts upon the books of the Trust for the record holders of such shares, who
shall in either case, for all purposes hereunder, be deemed to be the holders of
certificates for such shares as if they had accepted such certificates and shall
be held to have expressly assented and agreed to the terms hereof.
The Trustees at any time may authorize the issuance of share certificates.
In that event, each shareholder shall be entitled to a certificate stating the
number of shares owned by him or her, in such form as shall be prescribed from
time to time by the Trustees. Such certificate shall be signed by the President
or Vice President and by the Treasurer or Assistant Treasurer. Such signatures
may be facsimile if the certificate is signed by a transfer agent, or by a
registrar, other than a Trustee, officer or employee of the Trust. In case any
officer who has signed or whose facsimile signature has been placed on such
certificate shall cease to be such officer before such certificate is issued, it
may be issued by the Trust with the same effect as if he or she were such
officer at the time of its issue.
9.3. LOSS OF CERTIFICATES. The Trust, or if any transfer agent is appointed
for the Trust, the transfer agent with the approval of any two officers of the
Trust, is authorized to issue and countersign replacement certificates for the
shares of the Trust which have been lost, stolen or destroyed subject to the
deposit of a bond or other indemnity in such form and with such security, if
any, as the Trustees may require.
9.4. DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Trustees at any time
may discontinue the issuance of share certificates and by written notice to each
shareholder, may require the surrender of share certificates to the Trust for
cancellation. Such surrender and cancellation shall not affect the ownership of
shares in the Trust.
ARTICLE 10
Indemnification
10.1. TRUSTEES, OFFICERS, ETC. The Trust shall indemnify each of its
Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise) (hereinafter referred to
as a "Covered Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such person may be or may have been
threatened, while in office or thereafter, by reason of being or having been
such a Trustee or officer, except with respect to any matter as to which such
Covered Person shall have been finally adjudicated in a decision on the merits
in any such action, suit or other proceeding not to have acted in good faith in
the reasonable belief that such Covered Person's action was in the best
interests of the Trust and except that no Covered Person shall be indemnified
against any liability to the Trust or its Shareholders to which such Covered
Person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such Covered Person's office. Expenses, including counsel fees so incurred by
any such Covered Person (but excluding amounts paid in satisfaction of
judgments, in compromise or as fines or penalties), may be paid from time to
time by the Trust in advance of the final disposition or any such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such Covered
Person to repay amounts so paid to the Trust if it is ultimately determined that
indemnification of such expenses is not authorized under this Article, PROVIDED
THAT (a) such Covered Person shall provide security for his or her undertaking,
(b) the Trust shall be insured against losses arising by reason of such Covered
Person's failure to fulfill his or her undertaking, or (c) a majority of the
Trustees who are disinterested persons and who are not Interested Persons (as
that term is defined in the Investment Company Act of 1940) (provided that a
majority of such Trustees then in office act on the matter), or independent
legal counsel in a written opinion, shall determine, based on a review of
readily available facts (but not a full trial-type inquiry), that there is
reason to believe such Covered Person ultimately will be entitled to
indemnification.
10.2. COMPROMISE PAYMENT. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise) without an
adjudication in a decision on the merits by a court, or by any other body before
which the proceeding was brought, that such Covered Person either (a) did not
act in good faith in the reasonable belief that such Covered Person's action was
in the best interests of the Trust or (b) is liable to the Trust or its
Shareholders by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Covered
Person's office, indemnification shall be provided if (a) approved as in the
best interest of the Trust, after notice that it involves such indemnification,
by at least a majority of the Trustees who are disinterested persons and are not
Interested Persons (provided that a majority of such Trustees then in office act
on the matter), upon a determination, based upon a review of readily available
facts (but not a full trial-type inquiry) that such Covered Person acted in good
faith in the reasonable belief that such Covered Person's action was in the best
interests of the Trust and is not liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such Covered Person's office, or (b)
there has been obtained an opinion in writing of independent legal counsel,
based upon a review of readily available facts (but not a full trial-type
inquiry) to the effect that such Covered Person appears to have acted in good
faith in the reasonable belief that such Covered Person's action was in the best
interests of the Trust and that such indemnification would not protect such
Covered Person against any liability to the Trust to which such Covered Person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office. Any approval pursuant to this Section shall not prevent the recovery
from any Covered Person of any amount paid to such Covered Person in accordance
with this Section as indemnification if such Covered Person is subsequently
adjudicated by a court of competent jurisdiction not to have acted in good faith
in the reasonable belief that such Covered Person's action was in the best
interests of the Trust or to have been liable to the Trust or its shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of such Covered Person's office.
10.3 INDEMNIFICATION NOT EXCLUSIVE. The right of indemnification hereby
provided shall not be exclusive of or affect any other rights to which any such
Covered Person may be entitled. As used in this Article 10, the term "Covered
Person" shall include such person's heirs, executors and administrators, and a
"disinterested person" is a person against whom none of the actions, suits or
other proceedings in question or another action, suit, or other proceeding on
the same or similar grounds is then or has been pending. Nothing contained in
this Article shall affect any rights to indemnification to which personnel of
the Trust, other than Trustees and officers, and other persons may be entitled
by contract or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of such person.
10.4. LIMITATION. Notwithstanding any provisions in the Declaration of
Trust and these By-Laws pertaining to indemnification, all such provisions are
limited by the following undertaking set forth in the rules promulgated by the
Securities and Exchange Commission:
In the event that a claim for indemnification is asserted by a
Trustee, officer or controlling person of the Trust in connection
with the registered securities of the Trust, the Trust will not
make such indemnification unless (i) the Trust has submitted,
before a court or other body, the question of whether the person
to be indemnified was liable by reason of willful misfeasance,
bad faith, gross negligence, or reckless disregard of duties, and
has obtained a final decision on the merits that such person was
not liable by reason of such conduct or (ii) in the absence of
such decision, the Trust shall have obtained a reasonable
determination, based upon a review of the facts, that such person
was not liable by virtue of such conduct, by (a) the vote of a
majority of Trustees who are neither interested persons as such
term is defined in the Investment Company Act of 1940, nor
parties to the proceeding or (b) an independent legal counsel in
a written opinion.
The Trust will not advance attorneys' fees or other expenses
incurred by the person to be indemnified unless the Trust shall
have (i) received an undertaking by or on behalf of such person
to repay the advance unless it is ultimately determined that such
person is entitled to indemnification and one of the following
conditions shall have occurred: (x) such person shall provide
security for his undertaking, (y) the Trust shall be insured
against losses arising by reason of any lawful advances or (z) a
majority of the disinterested, non-party Trustees of the Trust,
or an independent legal counsel in a written opinion, shall have
determined that based on a review of readily available facts
there is reason to believe that such person ultimately will be
found entitled to indemnification.
ARTICLE 11
Shareholders
11.1. MEETINGS. A meeting of the shareholders shall be called by the
Secretary whenever ordered by the Trustees, or requested in writing by the
holder or holders of at least 10% of the outstanding shares entitled to vote at
such meeting. If the meeting is a meeting of the shareholders of one or more
series or class of shares, but not a meeting of all shareholders of the Trust,
then only the shareholders of such one or more series or classes shall be
entitled to notice of and to vote at the meeting. If the Secretary, when so
ordered or requested, refuses or neglects for more than five days to call such
meeting, the Trustees, or the shareholders so requesting may, in the name of the
Secretary, call the meeting by giving notice thereof in the manner required when
notice is given by the Secretary.
11.2. ACCESS TO SHAREHOLDER LIST. Shareholders of record may apply to the
Trustees for assistance in communicating with other shareholders for the purpose
of calling a meeting in order to vote upon the question of removal of a Trustee.
When ten or more shareholders of record who have been such for at least six
months preceding the date of application and who hold in the aggregate shares
having a net asset value of at least $25,000 or at least 1% of the outstanding
shares, whichever is less, so apply, the Trustees shall within five business
days either:
(i) afford to such applicants access to a list of names
and addresses of all shareholders as recorded on the books of the Trust; or
(ii) inform such applicants of the approximate
number of shareholders of record and the approximate cost of mailing material to
them and, within a reasonable time thereafter, mail materials submitted by the
applicants to all such shareholders of record. The Trustees shall not be
obligated to mail materials which they believe to be misleading or in violation
of applicable law.
11.3. RECORD DATES. For the purpose of determining the shareholders of any
series or class who are entitled to vote or act at any meeting or any
adjournment thereof, or who are entitled to receive payment of any dividend or
of any other distribution, the Trustees from time to time may fix a time, which
shall be not more than 90 days before the date of any meeting of shareholders or
the date of payment of any dividend or of any other distribution, as the record
date for determining the shareholders of such series or class having the right
to notice of and to vote at such meeting and any adjournment thereof or the
right to receive such dividend or distribution, and in such case only
shareholders of record on such record date shall have such right notwithstanding
any transfer of shares on the books of the Trust after the record date; or
without fixing such record date the Trustees may for any such purposes close the
register or transfer books for all or part of such period.
11.4. PLACE OF MEETINGS. All meetings of the shareholders shall be held at
the principal office of the Trust or at such other place within the United
States as shall be designated by the Trustees or the President of the Trust.
11.5. NOTICE OF MEETINGS. A written notice of each meeting of shareholders,
stating the place, date and hour and the purposes of the meeting, shall be given
at least ten days before the meeting to each shareholder entitled to vote
thereat by leaving such notice with him or at his residence or usual place of
business or by mailing it, postage prepaid, and addressed to such shareholder at
his address as it appears in the records of the Trust. Such notice shall be
given by the Secretary or an Assistant Secretary or by an officer designated by
the Trustees. No notice of any meeting of shareholders need be given to a
shareholder if a written waiver of notice, executed before or after the meeting
by such shareholder or his attorney thereunto duly authorized, is filed with the
records of the meeting.
11.6. BALLOTS. No ballot shall be required for any election unless
requested by a shareholder present or represented at the meeting and entitled to
vote in the election.
11.7. PROXIES. Shareholders entitled to vote may vote either in person or
by proxy in writing dated not more than six months before the meeting named
therein, which proxies shall be filed with the Secretary or other person
responsible to record the proceedings of the meeting before being voted. Unless
otherwise specifically limited by their terms, such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting but shall not be
valid after the final adjournment of such meeting.
ARTICLE 12
Amendments to the By-Laws
These By-Laws may be amended or repealed, in whole or in part, by a
majority of the Trustees then in office at any meeting of the Trustees, or by
one or more writings signed by such a majority.
Dated: May 14, 1993
Amended as of: May 1, 1998
Exhibit 11
CONSENT OF INDEPENDENT AUDITORS
we consent to the reference to our firm under the captions "Condensed Financial
Information" and "Transfer and Dividend Disbursing Agent, Custodian, Counsel
and Independent Auditors" and to the use of our report dated February 4, 1998,
which is incorporated by reference, in this Registration Statement (Form N-1A
No. 33-12899) of Dreyfus 100% U.S. Treasury Short Term Fund.
/s/ Ernst & Young LLP
--------------------
ERNST & YOUNG LLP
New York, New York
April 28, 1998
Other Exhibits (a)
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Marie E. Connolly, Richard W.
Ingram, Christopher J. Kelly, Kathleen K. Morrisey, Michael S. Petrucelli and
Elba Vasquez, and each of them, with full power to act without the other, his or
her true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him or her, and in his or her name, place and stead, in
any and all capacities (until revoked in writing) to sign any and all amendments
to the Registration Statement of each Fund enumerated on Exhibit A hereto
(including post-effective amendments and amendments thereto), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ Joseph S. DiMartino February 12, 1998
Joseph S. DiMartino
/s/ Gordon J. Davis February 12, 1998
Gordon J. Davis
/s/ David P. Feldman February 12, 1998
David P. Feldman
/s/ Lynn Martin February 12, 1998
Lynn Martin
/s/ Daniel Rose February 12, 1998
Daniel Rose
/s/ Philip L. Toia February 12, 1998
Philip L. Toia
/s/ Sander Vanocur February 12, 1998
Sander Vanocur
/s/ Anne Wexler February 12, 1998
Anne Wexler
/s/ Rex Wilder February 12, 1998
Rex Wilder
<PAGE>
EXHIBIT A
Dreyfus 100% U.S. Treasury Intermediate Term Fund
Dreyfus 100% U.S. Treasury Long Term Fund
Dreyfus 100% U.S. Treasury Money Market Fund
Dreyfus 100% U.S. Treasury Short Term Fund
Dreyfus BASIC GNMA Fund
Dreyfus Florida Intermediate Municipal Bond Fund
Dreyfus Florida Municipal Money Market Fund
Dreyfus Global Growth Fund
Dreyfus New Jersey Municipal Bond Fund, Inc.
Dreyfus New York Insured Tax Exempt Bond Fund
Dreyfus Premier International Funds, Inc.
Other Exhibits (b)
Certificate of Secretary
The undersigned, Michael S. Petrucelli, Vice President and Assistant
Secretary of each of the Funds listed on Exhibit A attached hereto (each, a
"Fund"), hereby certifies that set forth below is a copy of the resolution
adopted by the Fund's Board authorizing the signing by Marie E. Connolly,
Richard W. Ingram, Christopher J. Kelley, Kathleen K. Morrisey, Michael S.
Petrucelli and Elba Vasquez on behalf of the proper officers of the Fund
pursuant to a power of attorney:
RESOLVED, that the Registration Statement and any and all amendments
and supplements thereto may be signed by any one of Marie E. Connolly,
Richard W. Ingram, Christopher J. Kelley, Kathleen K. Morrisey, Michael
S. Petrucelli and Elba Vasquez, as the attorney-in-fact for the proper
officers of the Fund, with full power of substitution and
resubstitution; and that the appointment of each of such persons as
such attorney-in-fact hereby is authorized and approved, and that such
attorneys-in-fact, and each of them, shall have full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection with such Registration Statement and
any and all amendments and supplements thereto, as whom he or she is
acting as attorney-in-fact, might or could do in person.
IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
the Fund on April 13, 1998.
/S/ MICHAEL S. PETRUCELLI
Michael S. Petrucelli
Vice President and
Assistant Secretary
<PAGE>
EXHIBIT A
Dreyfus BASIC GNMA Fund
Dreyfus Florida Intermediate Municipal Bond Fund
Dreyfus Global Growth Fund
Dreyfus New Jersey Municipal Bond Fund, Inc.
Dreyfus New York Insured Tax Exempt Bond Fund
Dreyfus 100% U.S. Treasury Intermediate Term Fund
Dreyfus 100% U.S. Treasury Long Term Fund
Dreyfus 100% U.S. Treasury Money Market Fund
Dreyfus 100% U.S. Treasury Short Term Fund
<TABLE> <S> <C>
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<NAME> DREYFUS 100% U.S. TREASURY SHORT TERM FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 192774
<INVESTMENTS-AT-VALUE> 192398
<RECEIVABLES> 3533
<ASSETS-OTHER> 325
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<TOTAL-ASSETS> 196256
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<OTHER-ITEMS-LIABILITIES> 858
<TOTAL-LIABILITIES> 858
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<PAID-IN-CAPITAL-COMMON> 212062
<SHARES-COMMON-STOCK> 13233
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<NET-INVESTMENT-INCOME> 11398
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<NUMBER-OF-SHARES-REDEEMED> (5195)
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<ACCUMULATED-NII-PRIOR> 0
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<PER-SHARE-NII> .930
<PER-SHARE-GAIN-APPREC> (.050)
<PER-SHARE-DIVIDEND> (.930)
<PER-SHARE-DISTRIBUTIONS> 0
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
